Commission File Number 32297

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EXCERPT FROM THE MINUTES OF 166^TH MEETING OF THE BOARD OF

DIRECTORS HELD ON JANUARY 26, 2011

 

1. DATE, TIME AND PLACE: On January 26 (twenty six) of 2011, at 10 a.m. at the headquarters of CPFL Energia S.A. ("CPFL Energia" or "Company"), located at Rua Gomes de Carvalho, No. 1510, 14^th floor, in the city of São Paulo, State of São Paulo.

 

2. CALL NOTICE: The meeting was called pursuant to Paragraph 2 of Article 18 of the Bylaws of CPFL Energia S.A. (“CPFL Energia” or “Company”).

 

3. ATTENDANCE: All members of the Board of Directors ("Board") and the Board of Executive Officers, with Mr. Paulo Cezar Coelho Tavares, Chief Power Management Executive Officer, represented by Mr. Mauro Magalhães Vieira Filho, Sales Director.

 

It was recorded that, as provided in Paragraph 7 of Article 18 of the Bylaws of the Company, Mr. Robson Rocha sent his vote in advance, in writing, thereby establishing his attendance.

 

4. CHAIR: Chairman – Murilo Cesar Lemos dos Santos Passos, and Secretary – Gisélia Silva.

 

5. SUBJECTS AND RESOLUTIONS:

 

The reading of the Agenda, already known to all present, was waived. It was resolved that the minutes of this meeting would be drawn up in summary form, offering the right of submission of statements and dissent, to be filed at the Company's headquarters, and publication in summary form was approved without the signatures of the Members.

 

It also was registered that the votes of the Members appointed by the controlling shareholders would be counted pursuant to items 5.1 and 7.1 of the Shareholders’ Agreement filed with the Company, dated March 22, 2002, as amended on August 27, 2002, November 5, 2003 and December 6, 2007.

 

After the topics on the Agenda were examined, the subjects at issue were discussed and the following resolutions were taken by unanimous vote:

 

(i)        Cognizance was taken of the meeting of the Strategy Commission on January 5;

 

(ii)      Cognizance was taken of the Company’s accrued earnings through the month of December and material facts that occurred in this same month, reported by the CEO;

 

(iii)     Approval of the minutes of the 164^th and 165^th Meetings of the Board of Directors held respectively on December 15, 2010 and January 5, 2011;

 

(iv)     Approval, pursuant to paragraph "b" of Article 18 of the Bylaws of the Company, to update the "FUND RAISING AND GUARANTEE RENDERING POLICY BY CPFL ENERGIA AND ITS SUBSIDIARIES" under the terms of the document attached to Board of Executive Officers' Resolution No. 2011001; and

 

 

(v)      Cognizance was taken pursuant to Article 46 of the Bylaws of the Company and Advisory Bulletin No. 2011002, of the updating of limits for the amounts of authority established by the Basic Approval Table ("TBA") of Administrative Rule No. 314 – Levels of Competence – Delegation of Authority, for the fiscal year 2011.

 

6. CLOSURE: There being no further business on the agenda, the meeting was adjourned, after which these minutes were drawn up, read, approved and signed by the members present and by the Secretary.

 

I hereby certify that these minutes are a summary of the original minutes as copied into its Own Book.

 

 

Gisélia Silva

Secretary