MATERIAL FACT

Pursuant to Paragraph 4 of Article 157 of Law 6,404/76 and the Brazilian Securities and Exchange Commission (“CVM”) Instruction 358/02, CPFL Energia S.A. (“CPFL Energia”) and CPFL Geração de Energia S.A. (“CPFL Geração”), jointly wish to announce to their shareholders and the market in general of the following:

CPFL Geração, a company controlled by CPFL Energia, has signed a Quotas Purchase and Sell Contract (the “Purchase and Sell Contract”) for the purpose of acquiring the totality of the quotas representing the capital stock of the companies Santa Clara I Energias Renováveis Ltda., Santa Clara II Energias Renováveis Ltda., Santa Clara III Energias Renováveis Ltda., Santa Clara IV Energias Renováveis Ltda., Santa Clara V Energias Renováveis Ltda., Santa Clara VI Energias Renováveis Ltda. and Eurus VI Energias Renováveis Ltda. (jointly denominated the “Companies”) for the amount of R$ 31,618,800.00 (thirty-one million, six hundred and eighteen thousand, eight hundred reais). The conclusion of the acquisition of the quotas of the Companies is subject to compliance with certain conditions pursuant to the Purchase and Sell Contract.

The Companies were constituted for the specific purpose of developing and operating certain wind farms in locations situated in the state of Rio Grande do Norte, classified as “new enterprises” for electricity sector regulatory purposes, and registered with the National Electric Energy Agency - ANEEL through the intermediary of Order 2966 of August 11 2009 of the Head of Generation Concessions and Authorizations (hereafter designated jointly “Enterprises”). To this end, the Companies shall, in addition, comply with all the necessary requirements for eligibility in the bidding procedure, to be via auction, for the contracting of reserve electric energy pursuant to articles 3 and 3-A of Law 10,848 of March 15 2004, this procedure specific to contracting wind generated energy pursuant to Ordinance 147 of March 30 2009 and the applicable legislation.

CPFL Geração’s interest in the acquisition of the quotas representing the capital of the Companies is, through the said quotas and subject to compliance with all the requirements for eligibility in the aforementioned bidding procedure and the granting of the respective authorization, to develop and operate the Enterprises for the purpose of electric energy commercialization and, if applicable, the Certificated Reductions of Emissions. Management estimates that the Enterprises’ installed capacity will be approximately 180 megawatts.

São Paulo, September 28 2009.

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 of future 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.