BRASIL TELECOM PARTICIPAÇÕES S.A.
Publicly Held Company
CORPORATE TAXPAYER REGISTRATION 02.570.688/0001 -70
BOARD OF TRADE 53.3.0000581 -8

Minutes of the Board of Directors’ Meeting
held on December 1, 2008

Date, Time and Venue:
December 1, 2008 at 11:15 a.m., at the headquarters of Brasil Telecom Participações S.A. (“BTP” or “Company”) located at SIA SUL – ASP, Lote “D”, Bloco “B”, Brasília/DF.

Call Notice:
The call notice was issued pursuant to the head paragraph of Article 26 of the Company’s Bylaws, through correspondence signed by the Chairman of the Board of Directors, Sergio Spinelli Silva Junior (Doc. 01).

Attendance:
The following members of the Company’s Board of Directors were present: Messrs. Sergio Spinelli Silva Junior, Pedro Paulo Elejalde de Campos, Elemér André Suranyi, Kevin Michael Altit, José Luiz Guimarães Junior, Ricardo Ferraz Torres.

Presiding Board:
Chairman: Sergio Spinelli Silva Junior
Secretary: Filipe Laudo de Camargo

Agenda:

1. Deliberate on authorization for the Executive Board to execute all acts related to the First Addendum to the Indenture of the 5^th Debenture Issue of Brasil Telecom S.A., with the objective of amending Clauses 4.2 (return earned by debenture holders) and V (mandatory acquisition by the issuer).

Resolutions:
Prior to the initial analysis of the Agenda, Board Members present unanimously approved the drawing up of the Minutes of this Board of Directors’ Meeting in summarized form, by operation of law, permitting the presentation of votes and protests, which will be received by the Presiding Board and filed at the Company’s headquarters.

Next, the Chairman declared that he has received Invitel S.A.’s (“Invitel”) Previous General Shareholders’ Meeting Minutes and Brasil Telecom Participações’ Previous General Shareholders’ Meeting Minutes held on December 1^st, 2008 (Docs. 02 and 03), which contain the voting instruction to be followed at this meeting by the members of the Company’s Board of Directors elected on the nomination of Invitel.

Regarding the last item on the Agenda, approval was given to authorize the Executive Board to execute all acts related to the First Addendum to the Indenture of the 5^th Issue, which represents the 4^th public issue, of simple, unsecured, nonconvertible debentures in a single series, with additional security by Brasil Telecom Participações S.A., for Public Distribution, with the objective of amending Clauses 4.2 and the Indenture of the 5^th Issue.

Closure:
With no further business to discuss, the minutes of this Board of Directors Meeting were drawn up, read and found in compliance by all present.

Brasília, December 1, 2008

The following members of the Company’s Board of Directors were present:

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.