EXHIBIT
2.3
  Fl
No. 24.462 BRESI
 Serapis
No. 2007-0223
     TIM
CELULAR PROJECT
 (Loan
from Own Resources)
    Guarantee
and Indemnity Agreement
    between
    European
Investment Bank
    and
    TIMParticipações S.A.
        Luxembourg, 3rd
June 2008
   
    EUROPEAN
INVESTMENT BANK
    N°Fi:
24.462/BR
    TIM
CELULAR PROJECT
        GUARANTEE
AND INDEMNITY AGREEMENT
   between
    EUROPEAN
INVESTMENT BANK
   and
   TIMPARTICIPAÇÕES S.A
         Luxembourg, 3rdJune
2008
    
    MADE
BETWEEN:
 
 
 
 
 
 European Investment
Bank established at 100, boulevard Konrad Adenauer, Luxembourg, Grand Duchy of
Luxembourg, represented by Mr. Francisco de Paula Coelho, Director and Mrs.
Regan Otte, Associate Director,
 
 
 hereinafter referred to as: the"Bank"
 
 
 
 of
the first part, and
 
 
 
 
 
 TIM Participações
S.A., a company registered under Brazilian law, whose registered office is at
Av. Das Américas, 3434 Bloco 1 — 7 ° Andar, Barra da Tijuca, Rio de Janeiro,
State of Rio de Janeiro, Brazil represented by, Mr. Francesco Tanzi, Business
Manager,
 
 
 
 
 hereinafter
referred to as: the "Guarantor"
  of the second
part.
   
    WHEREAS:
   By an agreement
(the "Finance
Contract")dated 3rdJune
2008 and made between the Bank and
TIMCelular S.A., a joint stock company incorporated in the Federative
Republic of Brazil, having its principal office at Av. Giovanni Gronchi 7143,
Vila Andrade Sao Paulo, State of Sao Paulo, Brazil (the "Borrower"),the Bank has agreed to establish in favour of the Borrower a credit in an
amount of EUR 166 000 000 (one hundred and sixty six million
euros).
   As at the date of
this Guarantee and Indemnity Agreement (the "Guarantee"),the Guarantor owns 100% (one hundred percent) of the voting shares in the
Borrower, and 100% (one hundred percent) of its total share
capital.
   The obligations of
the Bank under the Finance Contract are conditional upon the prior execution and
delivery by the Guarantor of a guarantee of performance by the Borrower of its
financial obligations under the Finance Contract and the delivery of a
favourable legal opinion thereon.
   By resolutions
dated 26th May
2008, the Board of Directors of the Guarantor has authorised the granting of the
Guarantee and Mr Francesco Tanzi been authorised to execute this Guarantee
(evidence of such authorisation is attached as Annex I). The Brazilian legal
adviser to the Bank will issue a favourable legal opinion regarding the
enforceability of this Guarantee against the Guarantor in form and substance
acceptable to the Bank.
   NOW
THEREFOREit is hereby agreed as follows:
   2
    ARTICLE
1
 Finance
Contract
  The Guarantor
acknowledges notice of the provisions of the Finance Contract, a copy of which
has been delivered to it. Terms defined in the Finance Contract shall have the
same meaning when used herein.
   ARTICLE
2
 Guarantee
   2.01         Payment
  In consideration of
the Credit established by THE BANK under THE FINANCE CONTRACT, and subject to
Articles 4 to 7 inclusive, THE GUARANTOR hereby guarantees the payment of all
Guaranteed Sums (as defined below). THE GUARANTOR undertakes that, if THE
BORROWER should fail to pay any Guaranteed Sum to THE BANK, whether upon the
normal due date, upon demand for early repayment or otherwise, THE GUARANTOR
shall upon receipt of a written demand from THE BANK pay the Guaranteed Sum so
demanded to THE BANK within 5 Business Days in the currency specified in THE
FINANCE CONTRACT and to the account or accounts specified in the demand,
provided that the maximum liability of THE GUARANTOR shall not at any time
exceed 115% of the principal and interest amount of the Loan outstanding from
time to time under THE FINANCE CONTRACT, less all principal instalments of the
Loan in respect of which THE GUARANTOR has been released and continues to be
released from liability at or prior to that time under either or both Articles
5or6.
  For the purposes of
this Guarantee, a "Guaranteed Sum" means any sum of principal, interest,
commission, liquidated damages, charge or expense or any other sum which is
expressed to be payable from time to time by the Borrower to the Bank under or
pursuant to the Finance Contract and any other sum due from time to time by the
Borrower in connection with any advance or credit extended under the Finance
Contract.
  The Guarantor
further agrees and undertakes to pay interest to the Bank at the rate and on the
terms specified in the Finance Contract for payment of overdue sums on any sum
demanded under this Guarantee from the date of receipt of the Bank's demand
until the date of receipt of such sum by the Bank.
   2.02         Nature
of Guarantor's Liability
  The obligations of
the Guarantor hereunder are those of a primary obligor and not merely those of a
surety. They shall not be impaired or discharged by reason of:
  (a)
              illegality,
      invalidity or unenforceability in or of the terms of the Finance
      Contract;
  (b)
              disability,
      incapacity or change in status or constitution of the Borrower, the Bank
      or any other party;
  (c)
              liquidation
      or insolvency of the Borrower;
    3
    (d)
              time or other
      indulgence granted by the Bank or any arrangement entered into or
      composition accepted by the Bank, varying the rights of the Bank under the
      Finance Contract;
  (e)
              forbearance
      or delay on the part of the Bank in asserting any of its rights against
      the Borrower under the Finance
Contract;
  (f)
              any other
      security or guarantee which the Bank now has or may hereafter acquire with
      respect to the Borrower's obligations under the Finance Contract;
      or
  (g)
              any
      circumstance, other than actual payment of a Guaranteed Sum, which might
      otherwise discharge or diminish the obligations of the
      Guarantor.
   2.03         Indemnity
  As a continuing
obligation additional to and separate from those set out in Articles 2.01 and
2.02, and without prejudice to the validity or enforceability of those
obligations, the Guarantor unconditionally and irrevocably undertakes that if
any Guaranteed Sum should not be recoverable by the Bank from the Guarantor
under Article 2.01 for whatsoever reason, and whether or not the reason was
known to the Bank, the Guarantor shall, upon first written demand by the Bank,
and as if it were a sole and independent obligor, compensate the Bank by way of
a full indemnity for all loss resulting from the failure of the Borrower to make
payment of any Guaranteed Sum in the amount and currency provided for by or
pursuant to the Finance Contract, whether upon the normal due date, upon demand
for early repayment or otherwise, as the case may be.
   2.04         Continuing
Security
  This Guarantee is a
continuing security and shall endure until all Guaranteed Sums have been fully
and unconditionally paid or discharged and, in any case, until the date six
months after the Maturity Date as defined in theFinance Contract. No payment or discharge which may be avoided under any
enactment relating to insolvency, no payment or discharge made or given which is
subsequently avoided and no release, cancellation or discharge of this Guarantee
given or made on the faith of any such payment shall constitute discharge of the
Guarantor under this Guarantee or prejudice or affect the Bank's right to
recover from the Guarantor to the full extent of this Guarantee.
   2.05         Application
of Payments
  Any money duly
received by the Bank pursuant to this Guarantee may be placed by the Bank to the
credit of a suspense account with a view to preserving the right of the Bank to
prove for the whole of the claims against the Borrower or may be applied by the
Bank in or towards satisfaction of such of the Guaranteed Sums as the Bank in
its absolute discretion may from time to time determine.
   4
    2.06         Covenants
of Guarantor
  The Guarantor
agrees that until all the Guaranteed Sums have been fully paid or
discharged:
  (a)
              it shall not
      seek to enforce any obligation owed to the Guarantor by the Borrower which
      arises by virtue of the discharge by the Guarantor of its obligations
      hereunder;
  (b)
              except as
      required by mandatory provision of law, it shall pay to the Bank all
      dividends or payment of interest on equity in liquidation or otherwise
      received by it from or for the account of the Borrower in respect of any
      obligation referred to in indent (a) above; the Bank shall apply such sums
      to reduce the outstanding Guaranteed Sums in such sequence as it may
      decide;
  (c)
              it shall not
      exercise any right of subrogation to the rights of the Bank under the
      Finance Contract or any security granted in connection therewith;
      and
  (d)
              it shall not
      exercise (and hereby waives) any rights of contribution which it may have
      against any other guarantor of the Guaranteed
  Sums.
   2.07         Acknowledgement
  The Guarantor
acknowledges: (i) that it has entered into this Guarantee on the basis of its
own assessment of the Borrower and of any security provided, and (ii) that it
has not been induced to enter into this Guarantee by any representation made by
the Bank. The Bank shall not be obliged to report to the Guarantor on the
financial position of the Borrower or of any other guarantor or on any security
provided or on any other matter. The Bank shall have no liability for granting
or disbursing the Loan, for cancelling or not cancelling the Credit or for
demanding or not demanding prepayment under the Finance Contract.
  ARTICLE
3
 Enforcement
of Guarantee
   3.01         Certificate
Conclusive
  A
certificate of the Bank as to any default by the Borrower in the payment of any
Guaranteed Sum shall, in the absence of manifest error, be conclusive against
the Guarantor.
   3.02         Guarantor's
Obligations Unconditional
  The Guarantor
undertakes to pay all sums due hereunder in full, free of set-off or
counterclaim. This Guarantee may be enforced by the Bank upon provision of a
statement of the reason for the demand. The Bank shall not be obliged to take
any action against the Borrower, to have recourse to any other guarantee or
enforce any other security as a condition precedent to the enforcement by the
Bank of this Guarantee.
   5
   3.03         Guarantor's
Option
  The Guarantor may,
at any date which is a Payment Date and with a prior notice of thirty (30) days,
pay to the Bank all (but not less than all) outstanding Guaranteed Sums, in
settlement of its obligations hereunder and of the Borrower's obligations under
the Finance Contract. If the Guarantor makes such payment, the Bank shall, upon
the request and at the expense of that Guarantor, assign to the Guarantor the
Bank's rights under the Finance Contract and under any security
therefore.
   ARTICLE
4
 Information
and other Undertakings
   4.01         Information
concerning the Guarantor
  The Guarantor shall
deliver to the Bank each year, within fifteen (15) days of delivery to its
shareholders, a copy of its annual report and audited financial statements
together with all other such information as the Bank may reasonably require as
to the Guarantor's financial situation and shall inform the Bank without delay
of any material change in its By-laws, , so long as the Guarantor is not
prevented by law from disclosing such change to any third party.
   4.02         Material
Changes concerning the Guarantor
  So
long as the Loan is outstanding, the Guarantor shall immediately inform the Bank
of:
  (a)
              any material
      alteration to its documents of incorporation and of any substantial
      modification of any legislation which would adversely affect in any
      material respect its activities;
  (b)
              its
      knowledge, that a single natural or legal person or a group of such
      persons acting in concert, has acquired (or will acquire shortly) such
      number of its voting shares, and/or of those of any other legal person, as
      is necessary to control it by the direct and/or indirect exercise of
      voting rights, such information to be communicated as soon as
      practicable;
  (c)
              any intention
      on its part to grant any security over any of its assets in favour of a
      third party;
  (d)
              any intention
      on its part to make any disposal of any material component of its assets,
      which would adversely affect its ability to perform its obligations
      hereunder;
  (e)
              any fact
      which obliges it, and any demand made to it, to prepay or discharge ahead
      of maturity, by reason of default, any loan, Financial Indebtedness or
      obligation arising out of any financial transaction, exceeding 1.5% of the
      Guarantor's net tangible worth.
   6
   4.03         Performance
in Jeopardy
  Generally, the
Guarantor shall inform the Bank forthwith of any fact or event which could
reasonably be expected to jeopardise the performance or to prevent the
substantial fulfilment of any obligation of the Guarantor under this
Guarantee.
 For the purposes of
this Contract TIMP's net tangible worth means on a consolidated basis the sum of
total assets less total liabilities less intangible assets
   ARTICLE
5
 Amendment
to the Finance Contract
   In
addition to any variations provided for in the Finance Contract, the Bank may
agree to any amendment or variation thereto, if:
  (a)
              the amendment
      or variation does not increase the amounts payable by the Guarantor under
      this Guarantee or change the conditions under which such amounts are
      payable; or
  (b)
              the amendment
      or variation consists in the extension of time for payment of a Guaranteed
      Sum of up to three (3) months; or
  (c)
              the Guarantor
      has given its prior written consent to the amendment or variation,
      provided that such consent may not unreasonably be refused or
      delayed.
   ARTICLE
6
 Waiver
of Rights
   This GUARANTEE is
provided with the express waiver of the benefits contained in articles 366, 827,
829, 835, 836, 837, 838 and 839 of the Brazilian Civil Code and in article 595
of the Brazilian Civil Procedure Code.
   ARTICLE
7
 Other
Guarantees
   This Guarantee is
independent of any guarantees now or hereafter given to the Bank by other
guarantors or by the European Community (the "EC"). The Guarantor hereby waives
any right to contribution or indemnity from the EC. If payment is made to the
Bank by the EC on account of any Guaranteed Sum, the EC shall be subrogated to
the rights of the Bank under this Guarantee and the EC may recover from the
Guarantor any amount outstanding under this Guarantee.
   7
   ARTICLE
8
 Taxes,
Charges and Expenses
  The Guarantor shall
bear its own costs of execution and implementation of this Guarantee and,
without prejudice to the terms of Article 2, shall indemnify the Bank against
all:
  (a)
              taxes and
      fiscal charges, legal costs and other expenses duly documented incurred by
      the Bank in the execution or implementation of this Guarantee;
      and
  (b)
              losses,
      charges and expenses duly documented to which the Bank may be subject or
      which it may properly incur under or in connection with the recovery from
      any person of sums expressed due under or pursuant to the Finance
      Contract.
  Furthermore, the
Guarantor shall make payments hereunder without withholding or deduction on
account of tax or fiscal charges.
  ARTICLE
9
 Law
and Jurisdiction
  9.01       
 Law
  This Guarantee
shall be governed by, and construed in all respects in accordance with, English
law.
  9.02         Jurisdiction
  The parties hereto
submit to the jurisdiction of the High Court of Justice in England (the "Court")and all disputes concerning this Guarantee shall be submitted to the
Court. A decision of the Court given pursuant to this Article 9.02 shall be
conclusive and binding on the parties without restriction or
reservation.
  9.03         Agent
for Service
  The Guarantor
appoints TI United Kingdom Limited, whose address is 100, New Bridge Street,
EC4V 6JA London, United Kingdom to be its Agent for the purpose of accepting
service on their behalf on any writ, notice, order, judgement or other legal
process.
  9.04         Waiver
of immunity
  To the fullest
extent permitted by law, the Guarantor hereby irrevocably agrees that no
immunity (to the extent that it may at any time exist) from any proceedings,
from attachment (whether in aid of execution, before judgement or otherwise) of
its assets or from execution of judgement shall be claimed by it or on its
behalf or with respect to its assets, any such immunity being irrevocably
waived.
   8
   The Guarantor
hereby irrevocably agrees that it and its assets are, and shall be, subject to
such proceedings, attachment or execution in respect of its obligations under
this Guarantee, and consents to such proceedings, attachment or
execution.
   9.05         Invalidity
  If
any provision hereof is invalid, such invalidity shall not prejudice any other
provision hereof.
   9.06         Assignment
  The Guarantor shall
not assign all or any part of the benefit of its rights or obligations under
this Guarantee without the prior consent of the Bank.
   9.07         Evidence
of Sums due
  In any legal action
arising out of this Guarantee the certificate of the Bank as to any amount due
to the Bank under this Guarantee shall be prima facie evidence of such amount,
in the absence of manifest error.
   9.08         Third
Party Rights
  Save for the
purposes of Article 2.06 (d) which may be enforced by any other guarantor of the
Guaranteed Sums, a person who is not a party to this Guarantee has no rights
under the Contract (Rights of Third Parties) Act 1999 to enforce any term of
this Guarantee.
   ARTICLE
10
 Final
Clauses
   10.01     
 Notices
  Notices and other
communications given hereunder by one party to this Guarantee to the other shall
be sent to its address set out below, or to such other address as it shall have
previously notified to the former in writing as its new address for such
purpose:
  - for the
      Bank:
                - for the
      Guarantor:
              100,
      boulevard Konrad Adenauer L-2950 Luxembourg
                Grand Duchy
      of Luxembourg
                
                Av. Das
      Américas, 3434 Bloco 01 – 7 °Andar Barra da Tijuca
                Rio de
      Janeiro
                State of Rio
      de Janeiro, Brazil
    9
   10.02       Form
of Notice
  Notices and other
communications, for which fixed periods are laid down in this Guarantee or which
themselves fix periods binding on the addressee, shall be served by hand
delivery, registered letter, internationally recognised courier services, telex
or any other means of transmission which affords evidence of receipt by the
addressee. The date of registration or, as the case may be, the stated date of
receipt of transmission shall be conclusive for the determination of a
period.
   10.03       Recitals,
Schedules and Annexes
  The Recitals form
part of this Guarantee.
  The following Annex
is attached hereto:
  Annex
I                                                   Authority
of Signatories
   IN WITNESS WHEREOF
the parties hereto have caused this Guarantee to be executed in four (4)
originals in the English language, having caused each page to be initialled by
Mrs. R. Otte, on behalf of the Bank and Mr. F. Tanzi, on behalf of the
Guarantor.
    Signed for
      and on behalf of
                                Signed for
      and on behalf ofEUROPEAN
      INVESTMENT BANK
                                TIM
      PARTICIPAÇÕES S.A(signature)
                                (signature)F. de Paula Coelho R.
      Otte
                                TIM PARTICIPAÇÕES
      S.A.
   this 3rdday
of June 2008, at Luxembourg
    The undersigned
Paul FRIEDERS, notary residing in Luxembourg, hereby certifies that this
document was signed in his presence by Mr. F. de Paula Coelho and Mrs. R. Otte
for and on behalf of EUROPEAN INVESTMENT BANK and by Mr. Tanzi on behalf of TIM
PARTICIPAÇÕES S.A
    Luxembourg, 3rd June
2008.
    Witness
              Witness(signature)
              (signature)A. Barragán
              F.
  Petralia
    10
        
 
 ANNEX I
             11
 
 TIM
PARTICIPAÇÕES S.A.
 Publicly
Held Company
 CNPJ/MF
02.558.115/0001-21
 NIRE
33.300.276.963
 
 MINUTES
OF MEETING OF THE BOARD OF DIRECTORS
 HELD
ON MAY 05, 2008
 
 DATE,
TIME AND PLACE:May 05, 2008, at 15:30h, in the City and State of Rio de
Janeiro.
 
 ATTENDANCE:
The Meeting of the Board of Directors of TIM Participações S.A. (“Company”) on
the date, time and place mentioned above, with the attendance of all of its
acting members, Messrs. Mario Cesar Pereira de Araujo and Francesco Saverio
Locati. According to the authorization provided in §2 of Article 29 of the
Bylaws of the Company, Messrs. Giorgio della Seta Ferrari Corbelli Greco,
Stefano Ciurli, Isaac Selim Sutton, Maílson Ferreira da Nóbrega and Josino de
Almeida Fonseca participated in the meeting by audio-conference. Mrs. Lara
Ribeiro Piau Marques, Legal Director of the Company, Mr. Gianandrea Castelli
Rivolta, Financial and Investors Relations Director of the Company, Mr. Miguel
Roberto Gherrize, Chairman of the Company’s Audit Committee and Mrs. Kátia
Nozela, manager of the Company’s balance sheet area were also
present.
 
 PRESIDING
OFFICERS: Mr. Giorgio della Seta Ferrari Corbelli Greco, who invited me,
Alessandra Catanante, to act as Secretary, assumed as Chairman.
 
 AGENDA:
(1) examine, discuss and approve the report of Quarterly Information (“ITR”) of
the Company raised on March 30, 2008; (2) become aware of the execution of 02
(two) contractual instruments, in the following terms: (i) Contracting Party:
TIM Celular S.A.; Contractor: Banco ABN AMRO Real S.A.; Purpose: loan for
working capital; Value: R$ 150,000,000.00 (one hundred and fifty million reais)
and (ii) Contracting Party: TIM Celular S.A.; Contractor: Banco ABN AMRO Real
S.A.; Purpose: loan for working capital; Value: R$ 50,000,000.00 (fifty million
reais) (iii) become aware of the rectification of typing error in the Proposal
of the Administration for Destination of the Income of the fiscal year ended on
December 31, 2007; (4) deliberate on the distribution, among the directors of
the board, of the remuneration funds, approved in the Annual Shareholders’
Meeting/Special Shareholders’ Meeting held on April 11, 2008, to the Board of
Directors and (5) reelection of the members of the Management.
 
 RESOLUTIONS:
After analysis and discussion of the matters set forth in the Agenda, as well as
of the related material, the Directors resolved, by unanimous vote, and without
any restriction, in the following terms: (1) approve the report of
the ITR’s of the Company raised on March 30, 2008, and audited by the Auditor
Directors; (2) became aware, approved and ratified the execution of 02 (two)
contractual instruments, in the following terms: (i) Contracting Party: TIM
Celular S.A.; Contractor: Banco ABN AMRO Real S.A.; Purpose: loan for working
capital; Value: R$ 150,000,000.00 (one hundred and fifty million reais); and
(ii) Contracting Party: TIM Celular S.A.; Contractor: Banco ABN AMRO Real S.A.;
Purpose: loan for working capital; Value: R$ 50,000,000.00 (fifty million
reais); (3) approve the
rectification of the reference to dividends to distribute, substituting the
expression “Lot for one thousand shares” by “Per share”, set forth in the
Proposal of the Administration for Destination of the Income of the Fiscal Year
ended on December 31, 2007 attached to the Minutes of the Meeting of the Board
of Directors held on March 04, 2008, in view of the typing error verified; (4)
approve the
distribution, among the directors of the Board, of the remuneration funds
approved in the Annual/Special Shareholders’ Meeting, held on April 11, 2008, to
the Board of Directors, according to the instrument filed at the Company
headquarters, whereas Messrs. Giorgio della Seta Ferrari Corbelli Greco, Stefano
Ciurli, Mario Cesar Pereira de Araujo and Francesco Saverio Locati, waived
expressly their remuneration funds; and (5) approve the
reelection of the composition of the Company’s Management, comprised by: (i)
Mario Cesar Pereira de Araujo –CEO, Brazilian, married, engineer, holder of ID Card No. 02.158.026-1,
issued by IFP/RJ and CPF/MF No. 235.485.337-87; (ii) Francesco Saverio Locati –General Director,Italian, married, physicist, holder of Italian passport No. 708463-X and
CPF/MF No. 060.287.447-60; (iii) Gianandrea Castelli Rivolta –Financial and Investors Relations Director, Italian, divorced,
administrator, holder of Italian passport No. C-113621, valid thru 02/10/2014,
and CPF/MF No. 060.522.167-78; (iv) Cláudio Roberto de Argollo Bastos –Supplies Director, Brazilian, married, engineer, holder of ID Card No.
07101376-7 and CPF/MF No. 805.708.607-68; (v) Orlando Lopes Junior,Human
Resources Director,Brazilian, married,
lawyer, ID OAB/SP No. 59.567 and CPF/MF No. 858.808.338-87; (vi) Lara Cristina Ribeiro Piau Marques –Legal Director, Brazilian, married, lawyer, ID OAB/DF No. 11.539 and
CPF/MF No. 554.012.011-68, all with commercial address at Avenida das Américas
No. 3434, Block 1, 7th floor,
Barra da Tijuca, City and State of Rio de Janeiro, CEP: 22640-102, all with term
of 02 (two) years, as provided in §1 of Article 20 of the Bylaws of the Company,
until the first Meeting of the Board of Directors, to be held after the Annual
Shareholders’ Meeting of 2010.
 
 ADJOURNMENT: Having nothing
further to deal, the works were closed and the meeting suspended for the time
necessary to draw up these minutes, which, once the session was reopened, were
read, found correct, approved and signed by all the Directors present.
Directors: Messrs. Giorgio della Seta Ferrari Corbelli Greco, Mario Cesar
Pereira de Araujo, Stefano Ciurli, Franscesco Saverio Locati, Maílson Ferreira
de Nóbrega, Josino de Almeida Fonseca, Isaac Selim Dutton.
 
  12
   I attest
that this is a true copy of the original drawn up in the appropriate
book.
 
 Rio de
Janeiro/RJ, May 05, 2008.
 
 [signature]
 ALESSANDRA
CATANANTE
 Secretary
of the Board
 
 (stamp)
Board of Trade of the State of Rio de Janeiro
 00001798273
 (stamp)
Authentication of Document
 
   13
   (Attachment
to the Annual/Special Shareholders Meeting held on 04.11.2008)
 
 BYLAWS
 TIM
PARTICIPAÇÕES S.A.
 
 CHAPTER
I
 CHARACTERISTICS
OF THE COMPANY
 
 Article 1– TIM PARTICIPAÇÕES
S.A. is a company by shares, publicly held, which is governed by these Bylaws
and by the applicable legislation:
 
 Article 2 – The Company’s
purpose is:
 
 I –
exercise the control of companies that exploit telecommunications services,
including mobile telephony services and others, in the areas of their
concessions and/or authorizations;
 
 II –
promote, through subsidiaries or associated companies, the expansion and
implementation of mobile telephony services, in the respective concession and/or
authorization areas;
 
 III –
promote, perform or orient the funding, from internal and external sources, of
funds to be applied by the Company or by its subsidiaries;
 
 IV –
promote and encourage activities of studies and research aimed at the
development of the mobile telephony sector;
 
 V –
perform, through subsidiaries or associated companies, specialized technical
services related to the area of mobile telephony;
 
 VI –
promote, stimulate and coordinate, through controlled companies, or associated
companies, the education and training of the personnel necessary to the mobile
telephony sector;
 
 VII –
perform or promote imports of goods and services for their controlled and
associated companies;
 
 VIII –
perform other related or correlated activities to its corporate purpose;
and
 
 IX –
participate in the capital of other companies.
 
 Article 3 – The Company has
headquarters and venue in the City and State of Rio de Janeiro, at Avenida das
Américas No. 3434, Block 1, 7th floor –
Part, and may, by decision of the Board of Directors, create and extinguish
branches and offices anywhere in the country and abroad.
 
 Article 4 – The duration of
the Company is indefinite.
 
 CHAPTER
II
 CAPITAL
STOCK
 
 Article 5 – The capital stock,
subscribed and paid-in, is R$ 7,613,610,143.12 (seven billion, six hundred and
thirteen million, six hundred and ten thousand, one hundred and forty-three
reais and twelve centavos), represented by 2,343,826,537 (two billion, three
hundred and forty-three, eight hundred and twenty-six thousand, five hundred and
thirty-seven) shares, 798,350,977 (seven hundred and ninety-eight million, three
hundred and fifty thousand, nine hundred and seven) being common shares and
1,545,475,560 (one billion, five hundred and forty-five million, four hundred
and seventy-five thousand, five hundred and sixty) preferred shares, all
nominative and without par value.
 
 Article 6 -  The
Company is authorized to increase its capital stock, by deliberation of the
Board of Directors, regardless of statutory reform, up to the limit of
2,500,000,000 (two billion and five hundred million) shares, common or
preferred.
 
 Sole §- Within the limit of
the authorized capital contemplated in the heading of this Article, the Company
may grant a purchase option of shares to its administrators, employees and to
natural persons, who provide services to the Company or to companies under the
same control, according to the plan approved by the General
Meeting;
 
 Article 7 – The capital stock
is represented by common and preferred shares, without par value, there not
being the obligation, in capital increases, to preserve the proportion among
them, in compliance with the legal and statutory provisions.
 
  14
   Article 8 – By resolution of
the General Meeting, the preemptive right for issue of shares, debentures
convertible into shares and subscription bonuses may be excluded, whose
placement is made by:
 
 I –
public subscription or sale in the stock exchange;
 
 II – swap
of shares, in public acquisition offering, pursuant to the terms of Articles 257
to 263 of Law 6.404/76 of Law 6.404/76;
 
 I           III–
enjoyment of tax incentives, pursuant to the terms of the special
law.
 
 Article 9– The right to a
vote corresponds to each common share in the resolutions of the General
Meeting.
 
 Article 10 – The preferred
shares do not entitle to vote, except in the event of the single § of Article 13
of these Bylaws, they being assured the following preferences or
advantages:
 
 I –
priority in the reimbursement of capital, without premium;
 
 II –
payment of the minimum , non-cumulative dividends, of 6% (six percent) per
annum, on the value resulting from the division of the capital subscribed by the
total number of shares of the Company.
 
 §1. It is assured to the
holders of the preferred shares, year by year, the right to receive a dividend
per share, corresponding to 3% (three percent) of the value of the shareholders’
equity of the share, according to the last approved balance sheet, whenever the
dividend established according to this criteria is superior to the dividend
calculated according to the criteria established in item II of this
Article.
 
 §2. The preferred shares will
acquire the voting right if the Company, for a period of 03 (three) consecutive
years, fails to pay the minimum dividends to which they are entitled in the
terms of the heading of this Article, which right they shall preserve, if such
dividends are not cumulative, or until the cumulative dividends in arrears are
paid, all according to §1 of Article III of Law No. 6.404/76.
 
 Article 11 - The shares of the
Company will be book shares, being held in a deposit account, in a financial
institution, in the name of its holders, without issue of certificates. The
depositary institution may collect from the shareholders the cost of the service
of transfer of its shares, pursuant to the terms of Article 35, §3 of Law
6.404/76.
 
 CHAPTER
III
 GENERAL
MEETING
 
 Article 12 – The General
Meeting is the superior body of the Company, with powers to deliberate on all
the business relating to the corporate purpose and to take steps that it deems
convenient to the defense and development of the Company.
 
 Article 13 – It is privately
incumbent upon the Shareholders’ Meeting:
 
 I . to
reform the Bylaws;
 
 II.
authorize the issue of debentures and debentures convertible into stock or sell
them, if in treasury, as well as authorize the sale of debentures convertible
into shares held by issued by subsidiaries, being able to delegate to the Board
of Directors, the resolution at the time and conditions of maturity,
amortization or redemption, at the time and payment conditions of interest,
participation in profits and reimbursement premium, if any, and the manner of
subscription or placement, as well as of the type of the
debentures;
 
 III –
resolve on the evaluation of the assets that the shareholder competes for the
formation of the capital stock;
 
 IV –
deliberate on the transformation, merger, incorporation and split of the
Company, its dissolution and liquidation, elect and remove liquidators and judge
their accounts;
 
 V –
authorize the provision of guarantees by the Company to obligations of third
parties, not including subsidiaries;
 
 VI –
suspend the exercise of the rights of the shareholder who fails to comply with
the obligations imposed by law or by Bylaws;
   15
  
 VII –
elect or remove, at any time, the members of the Board of Directors and the
members of the Audit Committee;
 
 VIII –
set the aggregate or individual remuneration of the members of the Board of
Directors, the Management and the Audit Committee;
 
 IX –
take, annually, the accounts of the administrators and deliberate on the
financial statements presented by them;
 
 X –
resolve on the extension of the civil liability plan to be filed by the Company
against the administrators, for the losses caused to its shareholders, in
accordance with the provisions in Article 159 of Law 6.404/76;
 
 XI –
authorize the disposal, as a whole or in part, of the shares of the company
under its control;
 
 XII –
resolve on the increase of capital stock by subscription of new shares, in the
event of the Sole § of Article 6, when the limit of the authorized capital is
exhausted;
 
 XIII –
resolve on the issue of any other instruments or securities, in Brazil or
abroad, especially on the issue of shares and subscription bonuses, in
compliance with the legal and statutory provisions;
 
 XIV-
authorize the swap of shares or other securities issued by
subsidiaries;
 
 XV –
approve previously the execution of any contracts with term superior to 12
(twelve) months by the Company or its subsidiaries, on the one hand, and the
controlling shareholder or the subsidiaries, subject to the common control or
parent companies of the latter, or what constitutes parties related to the
Company, of another party, except when the contracts comply with uniform
clauses.
 
 Sole § - Without prejudice to
the provisions in §1 of Article 115 of Law 6.404/76, the holders of preferred
shares will be entitled to vote in the shareholders’ meeting mentioned in item
XV of this Article, as well as in those referring to the alteration or
revocation of the following statutory provisions:
 
 I – item
XV of Article 13;
 
 II – Sole
§ of Article 14; and
 
 III –
Article 49.
 
 Article 14 – The Shareholders’
Meeting shall be called by the Board of Directors, it being incumbent upon its
chairman to substantiate the respective act, which may be called as contemplated
in the Sole § of Article 123 of Law 6.404/76.
 
 Sole § - In the events of
Article 136 of Law 6.404/76, the first call of the Shareholders’ Meeting shall
be made with 30 (thirty) days notice, at least, and with minimum notice of 08
(eight) days, on second call.
 
 Article 15 - The Shareholders’
Meeting shall be convened by the CEO of the Company or by an attorney-in-fact
appointed by him, with specific powers, who will carry out the election of the
presiding officers, comprised of a Chairman and one secretary, chosen among
those present.
 
 Sole § - For purposes of
evidencing the condition of shareholder, it shall be observed the provisions of
Article 126 of Law 6.404/76, whereas the holders of the book or custody shares
shall deposit, to 02 (two) business days prior to the shareholders’ meeting, at
the headquarters of the Company, in addition to the ID document and the
respective instrument of power of attorney, when necessary, the
evidence/statement issued by the depositary financial institution, the latter
issued, at least 05 (five) business days prior to the shareholders’
meeting.
 
 Article 16 – Minutes shall be
drawn up of the General Meeting, signed by all the members of the board and by
the shareholders present, who represent, at least, the majority necessary for
the deliberations taken.
 
 §1- The minutes shall be drawn
up in summary form of the fact, including dissidences and
protests;.
 
 §2 – Except for resolution to
the contrary at a Meeting, the minutes will be published with omission of the
signatures of the shareholders.
 
 Article 17 – Annually, in the
four first months subsequent to the end of the fiscal year, the General Meeting
shall meet, annually, to:
   16
  
 I – take
the accounts of the administrators: examine, discuss and vote on the financial
statements;
 
 II –
resolve on the destination of the net profits of the fiscal year and the
distribution of dividends;
 
 III –
elect the members of the Audit Committee, and, when applicable, the members of
the Board of Directors.
 
 Article 18 – The General
Meeting will meet, specially, whenever the interests of the Company
require.
 
 Article 19 - The shareholders
shall exercise their voting right in the interest of the Company.
 
 CHAPTER
IV
 ADMINISTRATION
OF THE COMPANY
 
 SECTION
I
 GENERAL
RULES
 
 Article 20 – The
administration of the Company is exercised by the Board of Directors and by the
Management.
 
 §1 – The Board of Directors,
the collegiate decision body, exercise the superior administration of the
Company.
 
 §2 -  The Management
is the representative and executive body of administration of the Company, each
of its members acting according to the respective competence, in compliance with
the limitations established in Articles 13, 25 and 32 of these
Bylaws.
 
 §3 -  The
attributions and powers conferred by law to each of the bodies of the
administration may not be granted to another body.
 
 §4 – The members of the Board
of Directors and of the Management are waived from providing bail as guarantee
for their management.
 
 Article 21 – The
administrators are invested by terms drawn up in the Book of Minutes of the
Meetings of the Board of Directors or of the Management, according to the
case.
 
 Article 22 – Upon investiture,
the administrators of the Company shall sign, in addition to the term of
investiture through which they will adhere to the terms of the Company’s Code of
Ethics, and of the policy manual of disclosure and use of the information and
negotiations of securities of the Company.
 
 Article 23 – In addition to
the cases of death, waiver, removal and others contemplated in the law, vacancy
of office will occur when the administrator fails to sign the term of
investiture in the period of 30 (thirty) days of election of fail to exercise
the function for more than 30 (thirty) consecutive days or 90 (ninety)
intercalated days during the term of office, all without cause, at the
discretion of the Board of Directors.
 
 Sole § - The waiver from the
office of administrator occurs by communication in writing to the body which the
waiving party integrates, from this moment, before the Company and third
parties, it becomes effective, after filing of the waiver document in the trade
register and its publication.
 
 Article 24 – The mandate of
the administrators is of 02 (two) years, reelection being
permitted.
 
 Sole § -  The
mandates of the administrators are reputed extended until investiture of their
elected successors.
 
 SECTION
II
 
 BOARD
OF DIRECTORS
 
 Article 25– In addition to
the attributions contemplated by law, the following is incumbent upon the Board
of Directors:
 
 I –
approve and follow up on the annual budget of the Company, as well as the
companies controlled by it, in addition to the targets and business strategy
plan contemplated for the effective period of the budget.
 
 II –
resolve on the capital increase of the Company up to the limit of capital
authorized, according to Article 6 of these Bylaws;
   17
  
 III –
authorize the issue of (illegible) commercial for public subscription
(“commercial papers”);
 
 (authentication
stamp of document)
 
 IV –
resolve, when delegated by the General Meeting, on the conditions of issue of
debentures, according to the provisions in §1 of Article 59 of Law
6.404/76;
 
 V –
authorize the acquisition of the shares issued by the Company, for purposes of
cancellation or permanence in treasury and subsequent disposal;
 
 VI –
resolve on the approval of the “depositary receipts” program issued by the
Company;
 
 VII –
approve the participation or disposal of participation of the Company in the
capital of other companies, except for the event contemplated in item XI of
Article 13 of these Bylaws;
 
 VIII –
authorize the waiver of shares subscription rights, debentures convertible into
shares or subscription bonus issued by the subsidiaries;
 
 IX –
authorize the creation of a subsidiary;
 
 X –
authorize the Company, as well as its subsidiaries and associated companies, to
execute, alter or terminate the shareholders agreements.
 
 XI –
approve previously the execution of any continued service agreement, with
effectiveness equal to or lower than 12 (twelve) months and amount equal or
superior to R$ 5,000,000.00 (five million reais) per annum, between the Company
or its subsidiaries, on the one hand, and the controlling shareholder or
controlled companies, associated companies, subject to common contract or parent
companies of the latter, or in which in any other way constitute parties related
to the Company or its subsidiaries, on the other hand;
 
 XII –
submit to the approval of the General Meeting the performance of any business or
transaction, which is included among those mentioned in item XV of Article 13 of
these Bylaws;
 
 XIII –
authorize the rendering of in collateral securities  or personal
securities by the Company in favor of a subsidiary;
 
 XIV –
authorize the disposal or encumbrance of any securities of the Company, or of
the companies controlled by it, whose book value is superior to R$ 250,000.00
(two hundred and fifty thousand reais).
 
 XV –
authorize the disposal or encumbrance of any assets that integrate the permanent
assets of the Company or companies controlled by it, whose book value is
superior to R$ 5,000,000.00 (five million reais);
 
 XVI –
authorize the acquisition by the Company, or by the companies controlled by it,
of assets for the permanent assets whose individual value is superior to 2% (two
percent) of the shareholders’ equity of the Company, verified in the last annual
balance sheet approved by the General Meeting;
 
 XVII –
approve the contracting by the Company, or by companies controlled by it, of
loans, financing or other transactions which imply in debt by the Company or the
subsidiaries, whose individual value is superior to 2% (two percent) of the
Company’s shareholders’ equity, calculated in the last annual balance sheet
approved by the Shareholders’ Meeting;
 
 XVIII –
having in view the corporate responsibilities of the Company and its
subsidiaries, authorize the practice of gratuitous acts to the benefit of the
employees or the community, whenever the value involved is superior to R$
250,000.00 (two hundred and fifty thousand reais); whereas the provision of bail
to employees in the case of transfers and/or interstate and/or intermunicipal
reorganization does not configure a matter that depends on previous approval by
the Board of Directors.
 
 XIX –
approve the policy of complementary pension funds of the Company and of the
companies controlled by it;
 
 XX –
elect and remove, at any time, the Company’s Directors, including the Chairman,
setting their attributions and the specific authority limits, in compliance with
the provisions of these Bylaws, as well as approve the attribution of new
functions to the Directors and any alteration in the composition and in the
attributions of the members of the Management;
   18
  
 XXI –
apportion the aggregate amount, established by the Shareholders’ Meeting, among
the Directors and Officers of the Company, when applicable;
 
 XXII –
approve the proposal of the Management with respect to the regimen of the
Company with the respective organizational structure, including competence and
specific attributions of the Company Officers;
 
 XXIII –
establish guidelines for the exercise of the voting right by the representatives
of the Company at the General Meetings of their subsidiaries or associated
companies, regarding the matters approved by this Board of
Directors;
 
 XXIV –
appoint the Company’s representatives in the administration of the company in
which it participates;
 
 XXV –
choose and remove the Company’s independent auditors, the recommendations of the
Audit Committee being heard;
 
 XXVI –
perform other activities delegated to them by the General Meeting;
 
 XXVII –
resolve the casus omissis in these Bylaws and perform other attributions that
the Law or these Bylaws do not confer to another body of the
Company.
 
 Article 26 – The Board of
Directors is comprised of 03 (three) to 07 (seven) effective members and an
equal number of deputies.
 
 Article 27 – The members of
the Board of Directors and the respective deputies are elected by the General
Meeting who chooses them, among them, the Chairman of the Board.
 
 §1- The Director must have a
blameless reputation, he who, falls under the following, may not be elected,
except for waiver by the General Meeting: I – holds office in companies that may
be considered competitors of the Company or II – has or represents an interest
in conflict with the Company. The voting right may not be exercised if the
impediment factors indicated in §1 are configured, in supervention.
 
 §2. It is prohibited, in the
form of Article 115, § 1 of Law 6.404/76, the voting right, in the election of
the members of the Board of Directors, in circumstances which configure conflict
of interest with the Company.
 
 §3- The Director may not have
access to information or participate in the meeting of the Board of Directors
related to matters on which it has or represents an interest in conflict with
the Company.
 
 Article 28 – The members of
the Board of Directors will be substituted in their absences, impediment or
vacancy, by the respective deputy.
 
 Sole §- In the case of
vacancy from the office of effective Director, and, in the absence of its
deputy, to comply with the time remaining in the mandate, the other Directors
shall appoint a deputy who will serve to the first General Meeting.
 
 Article 29 – The Board of
Directors meets ordinarily once per quarter and especially with minimum notice
of 07 (seven) days, except in the events of manifest urgency, at the sole
discretion of the Chairman of the Board of Directors, and the communication
shall contain the agenda.
 
 §1–Calls are made by letter,
fax or e-mail delivered with 7 days in advance, unless in cases of urgency, at
the sole discretion of the Chairman of the Board of Directors. The communication
shall comprise the
agenda.
 
 §2 – The members of the Board
of Directors may participate in the meeting by audio or video-audioconference,
all without any loss to the validity of the decisions taken. Votes by letter,
fax or e-mail will also be admitted, provided that received by the Chairman of
the Board or his deputy to the time of the respective meeting.
 
 §3 – The Chairman of the Board
of Directors may invite to participate in the meetings of the body any member of
the Management, other executives of the Company, as well as third parties, who
may contribute with opinions or recommendations related to the matters to be
deliberated by the Board of Directors. The individuals invited to participate in
the meetings of the Board of Directors shall not be entitled to
vote.
 
 Article 30– The Board of
Directors deliberates by majority of votes, the majority of its members present,
it being incumbent upon the Chairman of the Board, in the case of a tie, the
casting vote.
   19
  
 Sole §- In any event, minutes
shall be drawn up of the meetings of the Board of Directors, which will be
signed by those present.
 
 SECTION
III
 MANAGEMENT
 
 Article 31 – The Management
shall be comprised by at least 02 (two) and a maximum of 06 (six) members,
shareholders or not, who will have the following designations: I – CEO; II –
Financial Directors; III – General Director; IV – Supplies Director; V – Human
Resources Director; VI – Legal Director. All the Directors will be elected by
the Board of Directors removable by it at any time.
 
 §1– The Financial Director
shall accumulate the function of Investors Relations Director.
 
 §2 – In the event of a vacancy
in the office of Director, it will be incumbent upon the Board of Directors to
elect the new Director or designate the deputy, who will complete the mandate of
the deputy.
 
 §3 – In the event of absences
or temporary impediments of any Director, the deputy will be appointed by the
CEO, or, in its impossibility, by a decision of the majority of the
Management.
 
 Article 32 – Pursuant to the
terms of Article 143, §2 of Law 6.404/76, it is incumbent upon the General
Meeting, to:
 
 I –
approve the proposals, plans and projects to be submitted to the Board of
Directors and/or to the General Meeting;
 
 II –
approve prior to the execution of any contracts by the Company or its
subsidiaries, on the one hand, and the controlling shareholder or the
subsidiaries, associated companies, subject to common control or parent
companies of the latter, or which in any other way constitute parties related to
the Company or its subsidiaries, on the other hand, in compliance with the
provisions in Articles 13 and 25 of these Bylaws;
 
 III –
authorize the participation of the Company or of companies controlled by it in
any “joint venture”, association, consortium, or any other similar
structure;
 
 IV –
authorize the disposal or encumbrance of any securities of the Company, or of
companies controlled by it, in compliance with the provisions in item XIV of
Article 25 of these Bylaws;
 
 V –
authorize the disposal or operation of any goods that integrate the permanent
assets of the Company, or of companies controlled by it, whose book value is
superior to R$ 1,000,000.00 (one million reais), in compliance with the
provision in item XV of Article 25 of these Bylaws;
 
 VI –
approve the execution by the Company or by the companies controlled by it, of
active or passive contracts of supply or lease of goods or services, whose
annual value is superior to R$ 15,000,000.00 (fifteen million
reais);
 
 VII –
approve the contracting by the Company, or by companies controlled by it, of
loans, financing, or other transactions that imply debt by the Company or
subsidiaries, whose individual value is superior to R$ 30,000,000.00 (thirteen
million reais), in compliance with the provisions in item XVII of Article 25 of
these Bylaws;
 
 VIII –
authorize the transaction or agreement in administrative or legal proceedings,
actions or litigation, related to the Company or the companies controlled by it,
whenever the value involved is superior to (illegible ciphers) (five million
reais);
 
 (authentication
stamp)
 
 IX –
having in view the corporate responsibilities of the Company and its
subsidiaries, authorize the practice of gratuitous acts to the benefit of the
employees or the community, in compliance with the provisions in item XVIII of
Article 25 of these Bylaws;
 
 X –
approve the execution of collective agreements by the Company or companies
controlled by it;
 
 XI – set
the internal policy of authorizations of the Company and of the companies
controlled by it;
 
 XII –
authorize the appointment of attorneys-in-fact for the practice of the acts
listed in this Article 32.
 
  20
   Article 33 – The
Management  shall meet whenever the CEO is called or by 02 (two)
members of the Management.
 
 §1 – The calls are made by
letter, fax or e-mail, delivered with the minimum advance of 02 (two) days,
except in the events of manifest urgency, at the sole discretion of the CEO,
such communication shall contain the agenda.
 
 §2 – The members of the
Management may participate in the meetings by audio or videoconference, all
without any loss to the validity of the decisions taken. Votes by letter, fax or
e-mail shall also be admitted, provided that received by the CEO or his deputy
to the time of the meeting.
 
 §3 – The meetings of the
Management shall be taken by the vote of the majority of the acting Directors,
it being incumbent upon the CEO the casting vote, in the event of a
tie.
 
 §4– In any event, of the
meetings of the Management, their minutes will be drawn upon, which will be
signed by those present.
 
 Article 34 – The CEO, acting
in isolation, will have full powers to perform all and any acts and sign all and
any documents in the name of the Company, in compliance with the limitations
established in Articles 13, 25 and 32 of these Bylaws and in the
law.
 
 §1 – It will be incumbent upon
the Chairman of the Board of Directors the limit of authority of each of the
other Directors, setting the value within which the same will be authorized to
perform acts and sign documents in the name of the Company, in compliance with
the limitations established in Articles 13, 25 and 32 of these Bylaws and in the
law.
 
 §2 -  Without
prejudice to the provisions in the heading and in §1 of this Article, any one of
the Directors of the Company may act individually in questions whose value does
not exceed the amount of R$ 100,000.00 (one hundred thousand reais), as well as
the representation of the Company before third parties, including federal, state
and municipal public bodies.
 
 Article 35 – In compliance
with the limitations established in Articles 13, 25, 32 and 34 of these Bylaws
and of the Law, the Company will be represented and will be considered validly
bound for act or signature: I – of any Director, acting in isolation, or II – of
02 (two) attorneys-in-fact, acting jointly. The Company may also be represented
by a single attorney-in-fact, acting individually, provided that the respective
instrument of power of attorney has been signed by 02 (two) Directors of the
Company, one of them being necessarily the CEO.
 
 Sole § - The instruments of
power of attorney granted by the Company will be signed by a Director, in
compliance with the respective limits of authority of said Director. The powers
of attorney shall specify the powers granted, and, with the exception of the
powers of attorney granted for legal purposes, will have the maximum period of
01 (one) year. The subgranting of “ad negotia” powers of attorney is
prohibited.
 
 Article 36 -  The
Management will administer the Company complying strictly with the provisions in
these Bylaws and in the applicable legislation, it being prohibited to their
members, jointly or individually, perform acts foreign to the corporate purposes
of the Company.
 
 CHAPTER
V
 AUDIT
COMMITTEE
 
 Article 37 -  The
Audit Committee is the inspection body of the acts of the administrative acts of
the Company and information to shareholders, and it shall function
permanently.
 
 Sole §- In addition to the
ordinary attributions, the “Conselho
Fiscal”  also performs the function of its equivalent US Audit
Committee.
 
 Article 38 – The Audit
Committee will be comprised of 03 (three) to 05 (five) effective members and an
equal number of deputies, shareholders or not, elected by the General
Meeting.
 
 §1 – The members of the “Conselho Fiscal” or Audit Committeeshall be independent, and it shall, for such, comply with the following
requirements: I - not be or have been, in the past 03 (three) years, employed or
the administrator of the Company or of a subsidiaries or company under common
control; II – not receive any remuneration, directly or indirectly, from the
Company or company controlled or under common control, except the remuneration
as member of the Audit Committee. Individuals not qualified as independent,
according to the provisions of this §1, may not be elected to the Company’s
Audit Committee.
 
 §2– The mandate of the
members of the Audit Committee ends on the first subsequent Shareholders’
Meeting to the
   21
   respective
election, reelection being permitted, the members of the committee holding
office until the investiture of their successors.
 
 §3 – The members of the Audit
Committee, in their first meeting, shall elect their Chairman, who shall comply
with the resolutions of the body.
 
 §4 – The Audit Committee may
request to the Company the appointment of qualified personnel to act as
secretary and provide technical support.
 
 §5 – Upon investiture
(illegible) the Audit Committee shall sign, in addition to the term of
investiture, a declaration through (illegible) terms of the internal regulations
of the body, of the Company’s ethics code, of the policy manual of disclosure
and use of information and negotiations of the Company, as well as of a
declaration that they are not impeded, according to the provisions in the Audit
Committee’s Internal Regulations.
 
 Article 39 – In addition to
the attributions contemplated in the law, the Audit Committee, it is capacity as
the Company’s Audit Committee, shall:
 
 I –
recommend to the Board of Auditors the contracting or termination of the
contract with independent auditors of the Company;
 
 II –
previously recommend the services to be provided by the independent auditors,
whether said services are audit services or not, as well as the respective fees
to be paid by the Company, all pursuant to the terms of the respective procedure
approved by the Audit Committee:
 
 III –
analyze the annual labor plan of the Company’s independent auditors, discuss the
result of its activities, works and reviews made, as well as assess its
performance and independence;
 
 IV –
issue opinions and supervise the activities of the independent auditors of the
Company, including, but not limited to, to the extent permitted by law,
assistances in the solution of eventual divergence among the administration and
the independent auditors regarding the presentation of the financial statement
and information;
 
 V –
analyze the work plan of the internal auditors, discuss the result of its
activities, works and reviews conducted;
 
 VI –
analyze the effectiveness of the internal control and risk management systems of
the Company, to, among others, monitor compliance with the provisions related to
the presentation of the financial statements and information;
 
 VII –
exercise the attributions contemplated in the internal regulations of the Audit
Committee related to the receipt, processing and treatment of the anonymous
accusations in connection with any accounting matters, internal accounting or
audit controls (“denouncement channel”).
 
 Article 40 – The Audit
Committee shall meet, ordinarily, once per quarter and, especially, whenever
necessary.
 
 §1 – The meetings will be
called by the Chairman of the Audit Committee, by 02 (two) members of the Audit
Committee or by the CEO of the Company, being convened with the presence of the
majority of its members;
 
 §2 – The Audit Committee
manifests by majority of votes, the majority of its members being present, the
dissident Audit Committee being authorized to consign its dissident vote in
meeting minutes and inform it to the bodies of the administration and to the
General Meeting.
 
 Article 41 – The members of
the Audit Committee will be substituted, in their absences or impediments, by
the respective deputy.
 
 Article 42 – In addition to
the cases of death, waiver, removal and others contemplated in the law, the
office’s vacancy shall occur when the member of the Audit Committee fails to
attend, without cause, 02 (two) consecutive meetings or 03 (three) intercalary
meetings, in the fiscal year.
 
 §1 – If the vacancy in the
office of the member of the Audit Committee occurs, the substitution will occur
according to the provisions in Article 41 of these Bylaws.
 
 §2 – The office of the member
of the Audit Committee becoming vacant and in the absence of the respective
deputy to
   22
   fulfill
the remaining time of the term, the General Meeting shall be called to elect a
deputy.
 
 Article 43 – The remuneration
of the members of the Audit Committee will be established by the Annual
Shareholders’ Meeting which elects them, and may not be inferior, for each
acting member, to one tenth of that which, on average, is attributed to each
member of the Management, not computing the profit sharing.
 
 Sole §- The acting deputy
will be entitled to remuneration of its effective counterpart, in the period in
which the substitution occurs, counting month by month, in which case the
incumbent member shall not receive his monthly remuneration.
 
 Article 44 – By proposal of
the Audit Committee, the Company’s General Meeting shall separate, annually, a
reasonable amount to pay for the expenses of the Audit Committee, which will be
incurred according to the budget approved by the majority of its
members.
 
 §1– The Company’s
administration will take the steps necessary for the Company to bear with all
the costs and expenses, as approved by the Audit Committee, in compliance with
the limit established by the General Meeting of the Company.
 
 §2 – The Audit Committee, by
resolution of the majority of its members, may engage external consultants,
including independent auditors and lawyers, to assist it in complying with its
attributions, in compliance with the annual budget limit established by the
General Meeting, according to the heading of this Article.
 
 CHAPTER
VI
 FISCAL
YEAR AND FINANCIAL STATEMENTS
 
 Article 45 – The fiscal year
will have the duration of one year, beginning on January 1st (first)
of each year and ending on the last day of December.
 
 Article 46 – Together with the
financial statements, the bodies of the Company’s administration shall present
to the Annual Shareholders’ Meeting, a proposal on the participation of the
employees in the profits and destination of the net profit of the fiscal
year.
 
 §1 – The net profits will have
the following destination:
 
 I – 5%
(five percent) to the legal reserve, up to 20% (twenty percent) of the capital
stock paid-in;
 
 II – 25%
(twenty-five) percent (illegible) of the net profit adjusted according to items
II and III of Article 202 of Law 6.404/76 (illegible) as minimum compulsory
dividend to all the shareholders, in compliance with the provisions in the
following article, this value being increased up to the amount necessary for the
payment of the priority dividend of the preferred shares.
 
 §2 – The balance of the net
profits not allocated to the payment of the minimum compulsory dividend or to
the priority dividend of the preferred shares will be destined to a
supplementary reserve for expansion of the corporate business, which may not
exceed 80% (eighty percent) of the capital stock. This limit being reached, the
General Meeting shall deliberate on the balance, carrying out its distribution
to the shareholders or to increase in the capital stock.
 
 Article 47 – The value
corresponding to the minimum compulsory dividend will be destined prioritarily
to payment of the priority dividend of the preferred shares, up to the limit of
the preference; next, the holders of common shares will be paid, up to the limit
of the preferred shares; the balance, if any, will be apportioned by all the
shares, in equal conditions.
 
 §1- The bodies of the
administration may pay or credit interest on net current assets pursuant to the
terms of §7 of Article 9 of Law 9.249/95 and relevant legislation and
regulation, which may be imputed to the compulsory dividends contemplated in
Article 202 of Law 6.404/76, even when included in the minimum dividend of
preferred shares.
 
 §2 – The dividends not claimed
within 03 (three) years shall revert to the benefit of the Company.
 
 CHAPTER
VII
 LIQUIDATION
OF THE COMPANY
 
 Article 48 -  The
Company will enter into liquidation in the cases contemplated in the law, or by
resolution of the General Meeting, which will establish the form of liquidation,
elect the liquidator and convene the Audit Committee, for the liquidation
period, electing the members and setting their respective
remunerations.
 
 CHAPTER
VIII
   23
   GENERAL
AND TRANSITORY PROVISIONS
 
 Article 49 – The approval by
the Company, through its representatives, of merger, split, incorporation or
dissolution transactions of its subsidiaries shall be preceded by an
economic-financial analysis by independent company, of international renown,
confirming that equitable treatment is being given to all the interested
companies, whose shareholders shall have full access to the report of each
analysis.
 
 Article 50– These Bylaws
shall be interpreted in good faith. The shareholders and the Company shall act,
in their relations, preserving the strictest subjective and objective good
faith.
 
   24
 
 TIM
PARTICIPAÇÕES S.A.
 Publicly
Held Company
 CNPJ/MF
02.558.115/0001-21
 NIRE
33.300.276.963
 
 MINUTES
OF MEETING OF THE BOARD OF DIRECTORS
 HELD
ON APRIL 11, 2008
 
 DATE,
TIME AND PLACE: April 11, 2008, at 11:00h, at the headquarters of TIM
Participações S.A. (“Company”), located at Avenida das Américas No. 3434, Block
1, Barra da Tijuca, Rio de Janeiro – RJ.
 
 ATTENDANCE:
Shareholders representing more than 74.63% (seventy-four point sixty-three
percent) of the voting capital, as verified by the signatures posted in the
Shareholders Attendance Book. Moreover, Mr. Gianandrea Castelli Rivolta,
Financial and Investors Relations Director of the Company, Mr. Miguel Roberto
Gherrize, member of the Audit Committee and also representative of the
independent auditors of the Company were present.
 
 PRESIDING
OFFICERS: Chairman – Robson Goulart Barreto, Secretary – Alessandra
Catanante.
 
 CALL
NOTICE: (1) Call Notice published in the Official Gazette of the State of
Rio de Janeiro, in Jornal do
Brasil and in Gazeta
Mercantil, on March 25, 26 and 27, 2008; (2) The announcement
contemplated in Article 133 of Law No. 6.404/76 was published in the Official
Gazette of the State of Rio de Janeiro, in Gazeta Mercantil, on March
25, 26 and 27, 2008; (3) The administration report, the financial statements and
the opinion of the independent auditors relative to the fiscal year ended on
December 31, 2007 were published in the Official Gazette of the State of Rio de
Janeiro, in Gazeta
Mercantil and in Jornal
do Brasil,on March 14, 2008.
 
 AGENDA:
(1) resolve on the administration report and the financial statements of the
Company, in connection with the fiscal year ended on December 31, 2007; (2)
resolve on the proposal by the administration in connection with the destination
of the income of fiscal year 2007 and the distribution of dividends of the
Company; (3) resolve on the proposal by the administration for increase in the
capital stock of the Company; (4) elect the effective and deputy members of the
Audit Committee and decide on the proposal for their remuneration; (5) resolve
on the proposal of remuneration of the administrators of the Company in
connection with the fiscal year 2008; and (6) decide on the alteration of the
newspapers for legal publications of the Company.
 
 READING
OF DOCUMENTS, RECEIPT OF VOTES AND DRAWING UP OF MINUTES: (1) The reading
of the documents related to the matter to be decided in this General Meeting,
once its content is fully known by the shareholders; (2) The vote declarations,
protests, and dissidences that may be presented will be numbered, received and
authenticated by the Board and will be filed at the Company’s headquarters,
pursuant to the terms of Article 130, §1 of Law 6.404/76; (3) The drawing up of
these minutes was authorized, according to the (illegible) publication with
omission of the signatures of all the shareholders, pursuant to the terms of
Article 130, §§ 1 and 2 of Law 6.404/76, respectively; (4) minutes of the Annual
and Special Shareholders’ Meeting will be drawn up in a single instrument,
pursuant to the terms of Article 131, Sole §, of Law No. 6.404/76;
 
 RESOLUTIONS:
After analysis and discussion of the matter set forth in the Agenda, the
shareholders decided, to: (1) approve, unanimously,
the administration report and the financial statements of the Company, drawn up
on December 31, 2007, which were the purpose of revision by the independent
auditors of the Company, Directa Auditores, it being consigned the abstaining of
the shareholders legally impeded in relation to the approval of the financial
statements; (2) approve,by absolute
majority o votes, the proposal of the administration of the destination of the
income of fiscal year 2007 and of the distribution of the net profits of the
fiscal year, less the legal reserve, and the remaining balance resulting from
the reversal of the reserve for expansion, both paid exclusively to the
preferred shares as priority dividend, as determined by Article 47 of the
Company’s Bylaws. Thus, each preferred share will give the right to receive R$
0.1377 (one thousand and seventy-seven tenths of thousandths of reais), to be
paid in the period of up to 75 (seventy-five) days. It was emphasized that the
common shares fail to give right to minimum dividends by virtue of the Company’s
result in the past fiscal year having been insufficient to pay the priority
dividends of the preferred shares; (3) approve, by majority
of votes, the proposal of the administration for capital increase of the
Company, in the amount of R$63,084,868.02 (sixty-three million, eighty-four
thousand, eight hundred and sixty-eight reais and two cents) with issue of
3,359,308 (three million, three hundred and fifty-nine thousand, three hundred
and eight) common shares and 6,503,066 (six million, five hundred and three
thousand, sixty-six) preferred shares, at the price of issue of R$ 7.59 (seven
reais and fifty-nine cents) and R$ 5.78 (five reais and seventy-eight cents) per
common and preferred share, respectively, by capitalization of the remaining
portion of the Special Premium Reserve, corresponding to the tax benefit earned
by the Company’s Subsidiaries during the fiscal year 2007, which benefit
resulting from the amortization of the premium incorporated by the Subsidiaries
in the fiscal year 200. Pursuant to the terms of CVM Instruction No. 319/99 and
the Split and Incorporation Protocols contemplated in this issue, the portion of
the Special Premium Reserve corresponding to the tax benefit shall be
   25
   capitalized
in the Subsidiaries, where R$37,904,239.62 (thirty-seven million, nine hundred
and four thousand, two hundred and thirty-nine reais and seventy-two cents) in
connection with TIM Celular S.A. and R$ 25,180,628.40 (twenty-five million, one
hundred and eighty thousand, six hundred and twenty-eight reais and forty cents)
in connection with TIM Nordeste S.A. As a result of the capital increase
mentioned previously, the capital stock passes from R$7,550,525,275.10 (seven
billion, five hundred and fifty million, five hundred and twenty-five thousand,
two hundred and seventy-five reais and ten cents) to R$7,613,610,143.12 (seven
billion, six hundred and thirteen million, six hundred and ten thousand, one
hundred and forty-three reais and twelve cents) whereas its homologation is
immediate in view of the commitments previously assumed by the shareholders of
TIM Brasil Serviços e Participações S.A., the other minority shareholders being
able to exercise their preemptive rights in the legal period, in the proportion
of the shares held by them, as determined by CVM Instruction No. 319/99, the
values eventually calculated reverting to said controlling clause. Thus, Article
5 of the Bylaws come into effect with the following wording: “Article 5 – The capital stock,
subscribed and paid in is of R$7,613,610,143.12 (seven billion, six hundred and
thirteen million, six hundred and ten thousand, one hundred and forty-three
reais and twelve cents), represented by 2,343,826,537 (two billion, one
thousand, one hundred and forty-three reais and twelve cents),, 798,350,977
(seven hundred and ninety-eight million, three hundred and fifty thousand, nine
hundred and seventy-seven) being common shares and 1,545,475,560 (one billion,
five hundred and forty-five million, four hundred and seventy-five thousand,
five hundred and sixty) preferred shares, all nominative and without par value;
(4) it was decided by the majority of the shareholders present to
increase the composition of the Company’s Audit Committee to 5 (five) effective
members and other 5 (five) deputy members and to elect,
first, as effective member and deputy of the Company’s Audit Committee, in
separate ballot, in the form of §4, section “a” of Article 161 of Law
No.6.404/76, by shareholders representing approximately 2.77% (two point
seventy-seven percent) of the preferred shareholders present at this Meeting,
with abstaining of the controlling shareholder in the vote, as effectivemember, Mr. José Sampaio de Lacerda Junior,Brazilian, married, economist, holder of ID Card No. 198809, issued by
SSP/DF, individual taxpayer register CPF No. 067.890.051/53, domiciled at SQN
213 – Block D – apt. 503, Asa Norte, Brasilia, and asdeputy
Mr. Robson Balilla,
Brazilian, married, banker, and economist, holder of ID Card No. 5136909,
individual taxpayer register under CPF No. 873.184.238/00, issued by SSP/SP,
domiciled at Av. Alfredo Bechelli No. 74, Rudge Ramos, São Bernardo do Campo,
São Paulo; further elected were, by majority vote of the shareholders holders of
common shares present at this Meeting, as effective member: (i) Mr. Miguel Roberto Gherrize,Brazilian, married, accountant, CPF/MF No. 107140308-72, holder of ID
Card RG No. 2563050, domiciled at Rua Joaquim José Esteves No. 60, apt. 192c,
Bairro Santo Amaro, in the City and State of São Paulo, and as deputy
Mr. João Carlos Hopp,Brazilian, married, college professor, CPF No. 201275708-10, holder of ID
Card No. 1395761-2, issued by SSP/SP, residing at the city and State of São
Paulo, at Alameda Casa Branca, No 456/ 7th floor,;
(ii) Oswaldo Orsolia,Brazilian, married, economist CPF No 034.987.868-49, holder of ID Card No
29118529, issued by SSP/SP, domiciled at Avenida Lopes de Azevedo, No 154, casa
1, Bairro Jardim Everest, São Paulo/SP, CEP:05603-000, and as deputy
Mr. Roosevelt Fernandes
Leadebal,Brazilian, married, economist, CPF No. 016.083.804-59, holder
of ID Card No. 74.045, issued by SSP/RN, residing at SQSW 305, Block G, apt.
407, Brasilia, DF; (iii) Messrs. Alberto Emmanuel Whitaker,Brazilian, married, administrator and lawyer, CRA 2724 and OAB/SP 37643,
CPF No. 002.337.738-00, holder of ID Card 2025093, issued by SSP/SP, residing
and domiciled at Alameda Itu No. 823, apt. 31, Bairro Cerqueira Cesar, São
Paulo/SP, CEP 01421-000, and as deputy
Mr.João Verner Juenemann,Brazilian, married, CPF No. 000.952.490-87, holder of ID Card No.
3010401283, residing at Rua André Poente, No. 238, Bairro Independência, Porto
Alegre/RS. CEP: 90035-150, still elected as effective
member Mr. Alfredo Ferreira
Marques Filho,Brazilian, married, auditor, CRC 1SP154954/O-3, CPF No.
01329-000, and as deputy
Mr.Francisco de Paula dos Reis
Junior,Brazilian, married, auditor, CPF No. 007.190.878-13, holder of ID
Card No. 9448100-3, issued by SSP-SP, residing at Rua dos Ingleses, 609, São
Paulo, SP, CEP: 01329-000, accepting the indication and recommendation made by
the representative of the administrator Credit Suisse Hedging-Griffo Corretora
de Valores S.A., which now represents several minority shareholders holder of
common shares present at this Meeting. The shareholders who indicated the
members of the Audit Committee presently elected declared that, as a condition
for investiture of these effective and deputy elected members, the shall obtain,
within 30 (thirty) days, or even prior to the date of the next meeting of the
Audit Committee, whichever occurs first, from these members the confirmation
that they have the necessary qualifications and comply with the requirements
established in Law 6.404/76 and in the Bylaws of the Company to hold the office
of member of the Conselho
Fiscal/Audit Committee of the Company. These presently elected members
shall have a term of office until the Annual Shareholders’ Meeting of the
Company to be held in (illegible) invested in the offices upon compliance with
the conditions applicable and execution of the respective terms of investiture,
as and in the period established in Law 6.404/76 and in the Company’s Bylaws. It
was also approved,
by majority of the votes cast, the aggregate remuneration of the members of the
Audit Committee for the fiscal year 2008, in the amount of R$ 612,000.00 (six
hundred and twelve thousand reais), which corresponds to R$11,500.00 (eleven
thousand and five hundred reais) per member; (5)approve,
unanimously, the remuneration of the administrators in connection with the
fiscal year 2008, in the following terms: (a) Remuneration
of the Board of Directors: aggregate annual
remuneration of the Directors in the amount of R$ 459,000.00 (four hundred and
fifty-nine thousand reais), to be attributed to the Directors, individually,
according to the criteria deliberated in the next meeting of the Board of
Directors; (b) Remuneration
of the Management: aggregate annual remuneration in the amount of up to
R$ 10,600,000.00 (ten million and six hundred thousand reais). With respect to
the variable remuneration (bonus/profit sharing, to be determined according to
the variable remuneration policy of the Company). It is registered that the
proposal approved herein was appreciated by the Board of Directors of the
Company, at a meeting held on March 04, 2008; and (6) ratify,unanimously, the
decision of the administration, to the effect that the
   26
   legal
publications of the Company start to be made in “Jornal do Comércio” and in
“Valor Econômico”, in addition to the official body published in the State of
Rio de Janeiro, pursuant to the terms of Article 289, §3 of Law
6.404/76.
 
 ADJOURNMENT:
Having nothing further to deal, the Chairman of the Board suspended the works
for the time necessary to draw up these minutes. The session reopened, the
minutes were read and approved by those present, signed by the President and
Secretary of the Board and by the shareholders identified below.
 
 [signature]                                                                                                             
      [signature]
 ROBSON
GOULART
BARRETO                                                                           ALESSANDRA
CATANANTE
 Chairman
of the
Board                                                                                  
            Secretary
of the Board
 
 [signature]
 TIM
BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.
 pp.
Kenneth Gerald Clark Junior
 
 [signature]
 CAIXA
DE PREVIDÊNCIA DOS FUNCIIONÁRIOS DO
 BANCO
DO BRASIL – PREVI
 pp.
Sabrina de Lima Martins
 
 [signature]
 FUNDAÇÃO
DOS ECONOMIÁRIOS FEDERAIS – FUNCEF
 pp.
Sabrina de Lima Martins
 
 
 
 27
 
 
 
 
 
  [stamp of
authentication as of may 28th 2008,
signed by Jobson Eleuterio Belo, Authorized  Clerl]
 [seal]
 [stamp]
   28
   
 
   29
  [stamp of
authentication as of may 28th 2008,
signed by Jobson Eleuterio Belo, Authorized  Clerl]
 [seal]
 [stamp]
    30
 
 PROCURACÃO
                    
                    TIM.
      PARTICIPAÇÕES . S.A., com sede na Avenida das Américas, n° 3434, Bloco 1,
      7° andar, na Cidade e Estado do Rio de Janeiro, inscrita no CNPJ/MF sob o
      n° 02.558.115/0001-21 ("OUTORGANTE"), neste ato devidamente representada
      por seu Diretor Presidente, o Sr. MARIO CESAR PEREIRA DE ARAUJO,
      brasileiro, casado, engenheiro, portador da carteira de identidade n°
      02.158.026 IFP/RJ, inscrito no CPF/MF sob o n° 235.485.337-87, e por seu
      Diretor de Suprimentos, o Sr. CLAUDIO ROBERTO DE ARGOLLO BASTOS,
      brasileiro, casado, engenheiro, portador da carteira de identidade n°
      07101376-7, inscrito no CPF/MF sob o n° 805.708.607-68, ambos domiciliados
      na Avenida das Américas,' n° 3434, Bloco 1, 6° andar, na Cidade e Estado
      do Rio de Janeiro, nomeia e constitui como seus bastantes
      procuradores:
                    
                    
                    
                    (i)OSCAR
      CICCHETTI, italiano, casado, administrador, portador do passaporte
      italiano n° D-786130, válido até 10 de abril de 2015, domiciliado em Corso
      d'Italia, n° 41, na Cidade de Roma, Itália;
                    
                    (ii)FRANCESCO
      TANZI, italiano, casado, administrador, portador do passaporte italiano n°
      B-074220, válido até 8 de outubro de 2013, domiciliado na Piazza
      Degli.
      Affari n° 2, na Cidade de Milão,Itália;(iii) FRANCESCO MANCINI, italiano,
      casado, administrador, portador do passaporte italiano n° 696478U, válido
      até 12 de janeiro de 2010, domiciliado na Via Negri, no 1, Cidade de
      Milão, Itália, e; (iv) GIANANDREA CASTELLI RIVOLTA, italiano, divorciado,
      administrador, portador do passaporte italiano n" C­113621, válido até
      10 de fevereiro de 2014, inscrito no CPF/MF sob o n° 060.522.167-78,
      domiciliado na Avenida das Américas n° 3434, Bloco 1, 6° andar, Barra da
      Tijuca, Cidade e . Estado do Rio de Janeiro (isoladamente "OUTORGADO" e,
      em, conjunto, "OUTORGADOS");
                    
                    com
      poderes para, individualmente,
                    representar
      a OUTORGANTE com o propósito de:
                    
                    (i)Negociar e assinar,em nome da OUTORGANTE,
      Contrato de Financiamento, a ser celebrado entre a OUTORGANTE e European
      Investment Bank ("EIB"), com sede na Boulevard Konrad Adenauer, n° 100,
      Luxemburgo, L-2950, Luxemburgo, por um valor total de €
                  
                  POWER OF ATTORNEY
                    
                    TIM
      PARTICIPAÇÕES S.A., a company, duly incorporated and existing under the
      laws of Brazil, with registered office at Avenida das Américas, n° 3434,
      Bloco 1, 7th
      floor, in the City and State of Rio de Janeiro, enrolled in the CNPJ/MF
      under number 02.558.115/0001-21 ("GRANTOR") herein represented by its
      Directors, Mr. MARIO CESAR PEREIRA DE ARAUJO, Brazilian, married,
      engineer, bearer of identity card number 02.158.026 IFP/RJ, enrolled in
      the
                    Individual
      Taxpayers' . Register ("CPF/MF") under number 235.485.337­87, and Mr.
      CLÁUDIO. ROBERTO DE ARGOLLO BASTOS, Brazilian, married, engineer, bearer
      of identity card number 07101376-7, enrolled in the CPF/MF under number
      805.708.607-68, both domiciled at Avenida das Américas, n° 3434, Bloco 1,
      6thfloor, in the City and State of Rio de Janeiro, appoints and
      constitutes as its attorneys-in-fact:
                    
                    (i)OSCAR
      CICCHETTI, Italian, married, business manager, bearer of the Italian
      passport number D-786130, in force until April 10th,
      2015, domiciled at Corso d'Italia n° 41, in the City of Rome,
      Italy;
                    
                    
                    (ii)FRANCESCO
      TANZI, Italian, married,, business manager, bearer of the Italian passport
      number B-074220, in force until ' October 8th,2013,
      domiciled at Piazza Degli Affari n° 2, in the City of Milan, Italy; (iii)
      FRANCESCO MANCINI, Italian, married, business manager, bearer of the
      Italian passport number 696478U, in force until January 12th,
      2010, domiciled at Via Negri, n° 1, in the City of Milan, Italy, and; (iv)
      GIANANDREA CASTELLI RIVOLTA, Italian, divorced, business manager, bearer
      of the italian passport number 113621, in force until February 10th, 2
      enrolled, in the CPF/MF under number 060.522.167-78, domiciled at Avenida
      das Américas, n° 3434, Bloco 1, 6thfloor, Barra da Tijuca, in the City and State of Rio de Janeiro
      (each the "GRANTEE" and, together, the "GRANTEES");
                    
                    
                    with
      powers to, each acting individually, represent the GRANTOR for the
      purposes of:
                    
                    (i)negotiating and signingin the name and on
      behalf of the GRANTOR a Finance Contract to be entered into by and between
      the GRANTOR and the European Investment Bank ("EIB"), with registered
      office at Boulevard Konrad Adenauer, n° 100, Luxembourg, L-2950,
      Luxembourg, for a total principal amount of € 200,000,000.00 (two
      hundred
 
   31
   200.000.000,00
      (duzentos milhões de euros) ("Contrato"), assim como outros documentos,
      incluindo, mas não se limitando a, pedidos de saque e contra-garantias,
      que possam ser necessários ou úteis de acordo ou em conexão com o
      Contrato, e;
                      
                      
                      (ii)procederde forma semelhante em nome da
      OUTORGANTE todas as medidas e acordos legais que possam ser necessários ou
      úteis de acordo e em conexão com o Contrato e qualquer medida complementar
      relacionada que possa ser necessária ou útil para o fiel cumprimento deste
      mandato.
                      
                      
                      Os
      OUTORGADOS devem observar fiel e rigorosamente as competências fixadas no
      Estatuto Social, na Política de Autorizações Societárias e no Código de
      Ética da OUTORGANTE, bem como os preceitos gerais de probidade e
      legalidade no exercício deste mandato.
                      
                      A
      OUTORGANTE se compromete a aprovar e ratificar toda e qualquer medida que
      os OUTORGADOS venham a executar por este mandato e a isentá-los contra
      todas as medidas executadas ou pretendidas no escopo do presente
      mandato.
                      
                      O
      presente mandato será válido apenas para a prática dos atos acima
      declinados ou pelo prazo de 1 (um) ano a contar da presente data, podendo
      ser revogado a qualquer momento pela OUTORGANTE.
                      
                      Rio
      de Janeiro, 27 de maio de 2008.
                      
                      (Consta
      assinatura)
                      TIM
      NORDESTE S.A.
                      p.
      MÁRIO CÉSAR PEREIRA DE ARAÚJO
                      
                      (Consta
      assinatura)
                      TIM
      NORDESTE S.A.
                      p.
      CLÁUDIO ROBERTO DE ARGOLLO BASTOS
                    
                    million
      euros) ("Agreement"), as well as all other documents including, but not
      limiting to, drawdown requests and counter/guarantees, which may be
      necessary or useful pursuant to or in connection with the Agreement,
      and;
                      
                      (ii)carrying outlikewise in the name and on
      behalf of the GRANTOR all legal actions and consents which may be
      necessary or useful pursuant to or in connection with the Agreement and
      whatever related or complementary actions which may be necessary or useful
      for the complete fulfillment of the power of attorney received
      herein.
                      
                      The
      GRANTEES must faithfully and strictly consider the powers established by
      the GRANTOR's by-laws, Corporate Authorization Policy and Ethical Code, as
      well as the general precepts of probity and legality in the discharge of
      this power of attorney.
                      
                      
                      The
      GRANTOR undertakes to approve and ratify any and all actions which the
      GRANTEES shall execute hereunder and to hold them harmless against
      all  executed actions or purported to be done
      hereunder.
                      
                      
                      
                      This
      power of attorney will be in force for the execution of the aforementioned
      actions or for the period of one (1) year and can be revoked at any time
      by the GRANTOR.
                      
                      
                      Rio
      de Janeiro, 27 de maio de 2008.
                      
                      (Consta
      assinatura)
                      TIM
      NORDESTE S.A.
                      p.
      MÁRIO CÉSAR PEREIRA DE ARAÚJO
                      
                      (Consta
      assinatura)
                      TIM
      NORDESTE S.A.
                      p.
      CLÁUDIO ROBERTO DE
    ARGOLLO     BASTOS
  32
   (this page next to the
previous one does not need translation, it just needs to be scanned or
typed)
 (authentication
stamp of document)
 (authentication
stamp of signature of MARIO CESAR PEREIRA DE ARAUJO and CLAUDIO ROBERTO DE
ARGOLLO BASTOS, Rio de Janeiro, May 28, 2008, 4o Ofício
de Notas)
       33
   TIM
PARTICIPAÇÕES S.A.
 Publicly
Held Company
 CNPJ/MF
02.558.115/0001-21
 NIRE
33.300.276.963
 
 MINUTES
OF MEETING OF THE BOARD OF DIRECTORS
 HELD
ON MAY 26, 2009
 
 DATE,
TIME AND PLACE:May 26, 2008, at 15:00h, in the City and State of São Paulo.
 
 ATTENDANCE:
The Board of Directors of TIM Participações S.A. (“Company”) met, on the date,
time and location mentioned above. Messrs. Giorgio della Seta Ferrari Corbelli
Greco, Isaac Selim Sutton and Josino de Almeida Fonseca participated in
presence. Messrs. Stefano Ciurli, Mario Cesar Pereira de Araujo, Francesco
Saverio Locati and Maílson Ferreira da Nóbrega, participated by audioconference,
as authorized in §2 of Article 29 of the Company Bylaws, whereas, all, jointly,
represent all the acting members. Mr. Gianandrea Castelli Rivolta (Financial and
Investors Relations Officer) was also present.
 
 PRESIDING
OFFICERS:Mr.
Giorgio della Seta Ferrari Corbelli Greco assumed as Chairman, who invited me,
Alessandra Catanante, to act as his Secretary.
 
 AGENDA: (1) Examine, discuss and
approve the execution of the long-term finance agreement between Banco Europeu
de Investimentos (“BEI”) and operators TIM Celular S.A. and Tim Participações
S.A.; (2) Examine, discuss and approve the execution of the counterguarantee
contract by bank bail with 1st class
international investment banks for the loan agreement mentioned
above.
 
 RESOLUTIONS: After analysis and
discussion of the matter set forth in the Agenda, as well as the related
material, the Directors resolved, by unanimous vote, and without any
restriction, the following terms: (1) approve the execution
of the long-term finance agreement, between Banco Europeu de Investimentos
(“BEI”) and operators TIM Celular S.A. and TIM Nordeste S.A., with the guarantee
of TIM Participações S.A., in the amount of EUR 200,000,000.00 (two hundred
million Euros), in the form of the material presented and filed at the Company’s
headquarters, whereas the Directors requested to be informed about all the
details at the time of disbursement, and that, therefore, such disbursement will
be subject to previous approval by the Board; (2) approve the
execution, by the Company, of a counterguarantee agreement by bail, to be issued
by banks to be selected for coverage of the finance with BEI. The guarantee will
be, for all the amount and term to be contracted. To this effect, the Management
of the Company and of its subsidiaries is authorized to perform all the acts and
take all the steps necessary and required for the execution of the Contracts and
operations in reference, including regarding the (i) execution of the contracts
and terms of authorization necessary, by any of the Directors and/or
Attorneys-in-Fact of the Company duly appointed with specific powers, as well as
by the Directors and/or Attorneys-in-Fact of its subsidiaries, respectively; and
(ii) authorization to the Directors of the Company and its subsidiaries to grant
powers of attorney, with specific powers, related to the Contracts listed in (1)
and (2) above, to Messrs. Oscare Chicchetti, Francesco Tanzi, Francesco Mancini
and Gianandrea Castelli Rivolta.
 
 ADJOURNMENT:
Having nothing further to deal, the works were ended and the meeting suspended
for the time necessary to draw up these minutes, which, the session reopened,
was read, found correct, approved and signed by all the Directors present.
Messrs. Giorgio della Seta Ferrari Corbelli Greco, Mario Cesar Pereira de
Araujo, Francesco Saverio Locati, Josino de Almeida Fonseca, Stefano Ciurli,
Mailson Ferreira da Nóbrega and Isaac Selim Sutton.
 
 I attest
that this is a true copy of the original drawn up in the appropriate
book.
 
 São
Paulo, SP, May 26, 2008
 
 [signature]                                                                                  
          
          [signature]
 GIORGIO
DELLA SETA
FERRARI                                                ALESSANDRA
CATANANTE
 CORBELLI
GRECO                                                                           Secretary
of the Board
 Chairman
of the Board and of the Board of
 Directors
 
 [stamp of
authentication as of may 28th 2008,
signed by Jobson Eleuterio Belo, Authorized  Clerl]
 [seal]
 [stamp]
 
 [stamp of
authentication as of may 28th 2008,
signed by Jobson Eleuterio Belo, Authorized  Clerl]
 [seal]
 [stamp]
 
   34
   TIM
Participacoes S.A.
 Av.Das
Américas,3434
 Bloco1 - 7
° Andar,Barra daTijuca,
 Rio
de Janeiro,
 State
of Rio de Janeiro,
 Brazil
   For
the attention of Mr. F. Tanzi
  Luxembourg, 3rd
June
2008                                                                          JU/RO/rs                        No
1258
  Subject:
 TIM CelularProject
 Guarantee and
Indemnity Agreement of even date herewith between European Investment Bank (the
"Bank") and TIM Participacoes S.A(the
"Guarantor"). Finance Contract signed on 3rd June 2008 between European
Investment Bank and TIM CelularS.A.
   Dear
Sirs,
  We write with
reference to certain provision in the above mentioned Guarantee and Indemnity
Agreement Terms used in the Guarantee and Indemnity Agreement have the same
meaning herein.
  Article
2.01
  We confirm that if
the Bank has accepted a Substitute Financial Asset ("SFA"), as defined in the
Finance Contract, as payment for sums due in the circumstances described in
Article 4.05 of the Finance Contract, the Bank will not make demand on the
Guarantor for such payment; provided that the SFA covers the full amount due to
the Bank at the relevant time.
  Article
2.02(d)
  We confirm that if
the Bank grants any time, indulgence, arrangement or composition to the
Borrower, which would vary the Bank's rights under the Finance Contract, the
Bank will inform the Guarantor in a timely manner.
  Article
2.03
  We confirm that if
it can be proved by the Guarantor that the Bank has engaged in an act of wilful
misconduct with regard to the Guarantor, which nullifies by law the Indemnity
given pursuant to Article 2.03, the Bank may not make demand
thereunder.
      Yours
faithfully
 EUROPEAN INVESTMENT
BANK
   (signature)                                                                          (signature)
 F. de Paula
Coelho                                                                          R.
Otte






35