EXHIBIT 4.01  MERGER AGREEMENT  This Merger Agreement is executed on May 19,
2009 by and between:  I.On the one
hand:  PERDIGÃO S.A., a publicly traded company with head offices
in the City and State of São Paulo, at Av. Escola Politécnica, 760, enrolled in
the National Registry of Legal Entities (CNPJ/MF) under No. 01.838.723/0001-27,
herein represented in accordance with its Bylaws (hereinafter referred to as
PERDIGÃO or, after the resolution referred to in Section 3.2.(iii),
BRF);  II.And, on the other
hand:  HFF PARTICIPAÇÕES S.A., a corporation with head
offices in the City and State of São Paulo, at Rua Fortunato Ferraz, 365, 2ndfloor, suite 2, Vila Anastácio, enrolled in
the CNPJ/MF under No. 09.625.992/0001-17, herein represented in accordance
with its Bylaws (hereinafter HFF); and  SADIA S.A., a publicly traded company with head offices in the
City of Concórdia, State of Santa Catarina, at Rua Senador Attílio Fontana, 86,
Centro, enrolled in the CNPJ/MF under No. 20.730.099/0001-94, herein represented
in accordance with its Bylaws (hereinafter referred to as SADIA, and, jointly
with PERDIGÃO and HFF, the Original Parties); and  As Additional Parties, the shareholders of PERDIGÃO listed in Exhibit I
(PERDIGÃO Adhering Shareholders) and the shareholders of SADIA that may
adhere to this Agreement among those listed in Exhibit II (HFF Adhering
Shareholders), and the Original Parties and the Additional Parties are
hereinafter referred to jointly as Parties,  1


WHEREAS:  (i)Negotiations
took place between representatives of the Original Parties in order to make
feasible a future association between PERDIGÃO and SADIA that would merge their
operations, which shall start upon the merger of HFF shares by PERDIGÃO
(Merger); (ii)The Merger is
expected to result in the reduction of redundant costs and in operating scale
gains that will permit higher investments and a higher rate of sustainable
growth; (iii)This initiative
is in line with the strategy adopted by PERDIGÃO and SADIA of continuous
business growth, resulting in increased efficiency and competitiveness to face
the challenges of the domestic and international markets; (iv)The Merger is
expected to benefit shareholders, collaborators, suppliers and, in particular,
consumers of PERDIGÃO and SADIA products; (v)Within the
scope of the Merger set forth in this Agreement, PERDIGÃO shall be named BRF 
Brasil Foods S.A., and the head offices thereof shall be located in the
municipality of Itajaí, State of Santa Catarina; (vi)In order to
complete the Merger, as conceived, several successive steps shall be
implemented, and the HFF shareholders, and, later, the rest of the SADIA
shareholders shall integrate in the shareholding of BRF, the shares of which
are listed in the New Market of BM&FBOVESPA, as well as theAmerican Depositary Receipt(ADR)traded in theNew York Stock Exchange(NYSE); (vii)SADIA holds
99.99% of the shares issued by Concórdia Holding Financeira S.A. (CNPJ/MF No. 08.944.820/0001-43)
(Concórdia Financeira), which itself holds all shares issued by Concórdia
Banco S.A. (CNPJ/MF No. 10.264.663/0001-77) (Concórdia Banco), and
99.99% of the shares issued by Concórdia S.A.  2


Corretora de Valores Mobiliários Câmbio e Commodities (CNPJ/MF No. 52.904.364/0001-08)
(Concórdia Corretora); (viii)The Merger
shall not include the equity interest of SADIA in financial institutions, so
that Concórdia Financeira and its subsidiaries shall not be integrated in the
assets of SADIA by virtue of the Merger of HFF Shares; and (ix)The
negotiations have been successful, and the Original Parties intend to formalize
them in an instrument subject, among other conditions, to the buy-in of certain
PERDIGÃO and HFF shareholders.  THE PARTIES RESOLVE to sign this Merger Agreement (Merger Agreement),
which shall be governed by the clauses and conditions below:  I.DEFINITIONS  1.1Capitalized
terms used in this Merger Agreement shall have the following meanings:  PERDIGÃO Debenture Shareholders means, for the purposes of
this Merger Agreement, the PERDIGÃO shareholders that have signed the Adhesion
Instrument referred to in Section 2.1 within the term fixed in Section 2.4.  HFF Debenture Shareholders means, for the purposes of this
Merger Agreement, the SADIA shareholders that have executed the Adhesion
Instrument referred to in Section 2.1 within the term fixed in Section 2.4.  HFIN Debenture Shareholders means, for the purposes of this
Merger Agreement, the SADIA shareholders that have executed the HFIN Adhesion
Instrument.  SADIA Shareholders Agreement means the SADIA Shareholders
Agreement executed on May 2, 2005, which is on file at SADIA headquarters.  3


Merger Agreement means this Merger Agreement.  ESM means the Extraordinary Shareholders Meeting of a
company.  Dispose means to sell, promise to sell, assign, promise to
assign or otherwise transfer or promise to transfer shares and/or economic
interests in shares.  Disposal of Concórdia Financeira Shares has the meaning
ascribed thereto in Section 3.2(ii).  Merger has the meaning ascribed thereto in preamble (i).  Liquid Assets means the assets and rights with an immediate
possibility of being converted into currency.  BACEN means the Central Bank of Brazil.  BM&FBOVESPA means BM&FBovespa S.A.  Bolsa de Valores,
Mercadorias e Futuros.  BRF means BRF - Brasil Foods S.A.  CADE means the Administrative Council for Economic Defense.  HFF Debenture Shareholders Voting Commitment has the meaning
ascribed thereto in Section 10.7.  PERDIGÃO Debenture Shareholders Voting Commitment has the
meaning ascribed thereto in Section 10.1.  Concórdia Financeira has the meaning ascribed thereto in
Preamble (vii).  Conditions Precedent has the meaning ascribed thereto in Section 2.1.  CVM means the Securities and Exchange Commission of Brazil.  Regular Course of Business means the set of activities that,
by their nature, purpose or form of execution, are necessary to attain the
corporate purpose of a certain company, considering the continuity of the
business thereof at current  4


levels, consistent with past practices, policies and directives
determined by the management bodies without any kind of interruption.  Date of Signature means this date of signature, May 19,
2009.  Business Day means any calendar day, except for Saturdays,
Sundays or other days on which commercial banks in the City of São Paulo, State
of São Paulo, are required or authorized by Law to remain closed.  Closing has the meaning set forth in Section 3.2(iii).  Liens means any options, agreements, requirements, debts,
doubts, burdens, mortgages, pledges, securities, trusts, usufructs, charges,
contractual rights of first refusal, guaranties or other liens or restrictions
of any nature, however special.  HFIN has the meaning set forth in Section 2.1.  Merger of HFF Shares means the merger of all HFF shares into
BRF, as set forth in section 252 and other applicable provisions of the
Corporations Law, and the consequent receipt by the HFF shareholders of the
shares issued by BRF, under the terms and conditions hereof.  Merger of SADIA Shares means the merger of all SADIA shares
into BRF, as set forth in section 252 and other applicable provisions of the
Corporations Law, and the consequent receipt by the SADIA shareholders of the
shares issued by BRF, under the terms and conditions hereof.  Confidential Information means all data, materials and other
sensitive information related to the Parties and their respective businesses
and obtained under this Merger Agreement or by virtue of the dealings of the
operations contemplated herein. For the purposes of this Merger Agreement,
Confidential Information shall not include information: (i) that was
already available to the public at the time of signing of this instrument; or (ii) that
may be disclosed by the Parties or the signatory of the Adhesion Instrument because
of legal, regulatory, administrative, arbitral or court order.  5


Corporations Law means Law No. 6,404 of December 15,
1976, and all amendments thereto.  Public Offering of BRF Shares has the meaning ascribed thereto
in Section 8.1.  Purchase Option has the meaning ascribed thereto in Section 5.6.1.  Related Parties means, in relation to either Party: (i) the
companies controlled, directly or indirectly, by either Party; (ii) the
direct or indirect controlled companies of either Party; (iii) any company
that is controlled directly or indirectly by the controllers of either Party;
and (iv) any form of merger, including joint ventures, consortiums and joint associations in which
either Party, their controlling and controlled companies, or any other company
that is controlled directly or indirectly by the controllers of either Party
participates.  Person means any individual, corporation, company,
partnership, association, cooperative, trust, investment fund, unincorporated
association or any other entity or organization.  Protocol and Justification has the meaning ascribed thereto in
Section 4.1.  SELIC means the rate assessed by Selic, obtained by
calculating the adjusted weighted average rate of one-day financing operations,
backed by public federal bonds and traded in such system or in clearance houses
and liquidation of assets as committed operations.  Third-Party Beneficiaries has the meaning ascribed thereto in Section 10.2.  Adhesion Instrument means the HFF Adhesion Instrument, the
HFIN Adhesion Instrument or the PERDIGÃO Adhesion Instrument, as the case may
be.  HFF Adhesion Instrument has the meaning ascribed thereto in Section 2.1.  HFIN Adhesion Instrument has the meaning ascribed thereto in Section 2.1.  6


PERDIGÃO Adhesion Instrument has the meaning ascribed thereto
in Section 2.1.  Securities means, with respect to any Person, common shares,
preferred shares and any other bonds and Securities issued thereby, regardless
of the nomenclature used or the existence of voting rights, including
securities convertible into shares or exchangeable thereby, options,
subscription bonuses, rights of first refusal or of a different nature for
purchase, subscription or receipt of equity interests issued by such Person, or
further, any other bonds and Securities whose yield is determined in whole or
in part based on the results, turnover or indicator of financial performance of
such Person.  II.CONDITIONS  2.1The effectiveness of the commitments set
forth in Chapters III, IV, V, VI, VII, IX, X (except for Section 10.12)
and XI (except for Section 11.1) of this Merger Agreement is subject, upon
the terms of sections 121 and 125 and other related provisions of the Civil
Code, cumulatively, to: (i) unrestricted and unconditional adhesion, of an
irrevocable and indefeasible character, by the PERDIGÃO Debenture Shareholders
to the terms and conditions of this Merger Agreement, upon signature of the
adhesion instruments that constitute Exhibit III (PERDIGÃO Adhesion
Instrument); (ii) unrestricted and unconditional adhesion, of an
irrevocable and indefeasible character, by the shareholders holding at least
51% of the common shares issued by SADIA, among those listed in Exhibit II,
to the terms and conditions of this Merger Agreement, upon signature of the
adhesion instruments that constitute Exhibit IV hereto (HFF Adhesion
Instrument); (iii) description of the SADIA shareholders, among those listed
in Exhibit II, bound directly or indirectly (by means of the holding
company referred to in this Merger Agreement as HFIN), before SADIA, upon
execution of the adhesion instruments that constitute Exhibit V (HFIN
Adhesion Instrument), in order to purchase the shares issued by Concórdia
Financeira after the ESM set forth in Section 3.2 (ii) is held, and
before consummation of the Merger of HFF Shares (HFIN Adhering Shareholders)
(Conditions Precedent).  7


2.2.
The HFF Adhesion Instrument to be executed by the HFF Debenture Shareholders
and the HFIN Adhesion Instrument shall contain a power-of-attorney section
whereby the respective signatory appoints Mr. Luiz Fernando Furlan or
another HFF Debenture Shareholder as its lawful attorney-in-fact with specific
powers to sign all instruments and perform all acts contemplated in this Merger
Agreement in order to complete the Merger. The PERDIGÃO Adhesion Instrument to
be executed by the PERDIGÃO Debenture Shareholders may contain a
power-of-attorney section as set forth above, without prejudice of compliance
with the obligations set forth in this Agreement.  2.3.Once the Conditions Precedent have been
verified, the Parties and the signatories of the Adhesion Instruments shall
perform all acts and sign all documents necessary to implement the Merger,
following the terms of this Merger Agreement and the applicable legal and
regulatory provisions.  2.4. This Merger Agreement shall be lawfully terminated in the event
the Conditions Precedent are not verified within fifteen (15) days counted from
the Date of Signature. In such an event, no indemnification shall be due from
either party.  III.PURPOSE  3.1The purpose of this Merger Agreement is to describe
the terms, conditions and procedures agreed to by the Original Parties in order
to attain the Merger.  3.2.The Merger shall be consummated upon consecutive
execution in the following order of the events listed below, which are
described in greater detail in the subsequent chapters of this Merger
Agreement:  (i)Signing of the
Protocol and Justification of the Merger of HFF Shares by the PERDIGÃO and HFF
directors, subject to the  8


termination clause set forth
in Section 4.1.1; (ii)Convening of
the ESM of SADIA to vote on the disposal by SADIA to HFIN of all shares issued
by Concórdia Financeira (Disposal of Concórdia Financeira Shares); (iii)Amendment of
PERDIGÃOs bylaws, including to change its corporate name to BRF  BRASIL
FOODS S.A., to modify its governance structure and to transfer its head
offices to the municipality of Itajaí, State of Santa Catarina, and Merger of
HFF Shares (Closing); (iv)Signing of the
Protocol and Justification of the Merger of SADIA Shares by the directors of
PERDIGÃO and SADIA; (v)Convening of
the ESM of SADIA in order to elect new members of the Board of Directors; and (vi)Merger of SADIA
Shares.  3.3Concurrently with the events listed above, PERDIGÃO
shall make a Public Offering of Shares as set forth in Chapter VIII (Public
Offering of BRF Shares).  IV.THE PROTOCOL AND JUSTIFICATION OF
THE MERGER OF HFF SHARES  4.1Upon verification of the Conditions Precedent, the
PERDIGÃO and HFF directors shall sign the Protocol and Justification of the
Merger of HFF Shares, the terms of which shall comply with the provisions of
this Merger Agreement and the applicable legal and regulatory requirements
(Protocol and Justification).  4.1.1The effectiveness of the
Protocol and Justification shall be subject to: a) approval of the Disposal of
Concórdia Financeira Shares, on an unconditional and indefeasible basis, under
the conditions set forth in Section 5.3; b) effective contracting on an
unconditional and indefeasible basis, of the Disposal of Concórdia Financeira
Shares; c) evidencing by HFF of the ownership of at least one hundred and
thirty-one million seventy thousand (131,070,000) shares of  9


SADIA common stock, and, at most two hundred and thirty-one million two
hundred and thirty-six thousand seven hundred and twenty-five (231,236,725)
shares of SADIA common stock, upon the submission of a certificate of the
underwriting agent; d) termination, until the date of the Merger of HFF Shares,
under market conditions, of the agreements then in force between (i) on
the one hand, SADIA and/or its subsidiaries and controlled companies, and, on
the other hand, Concórdia Financeira and/or its subsidiaries and/or controlled
companies; and (ii) on the one hand, SADIA and/or its subsidiaries and
controlled companies, and, on the other hand, the HFF shareholders, and/or the
respective Related Parties, by virtue of the Merger of HFF Shares, except for
the agreements related to the Disposal of Concórdia Financeira Shares; and e)
submission of a memorandum by acceptable counsel by PERDIGÃO, with an
explanation of the impacts that the signing of the Merger will cause to Sadia
Overseas Limited and/or SADIA as a result of the obligations assumed by such
companies by virtue of the issue of bonds, whose indenture is dated May 24,
2007, as well as the formalities and actions to be taken to safeguard the
rights of the issuer and of SADIA.  V.EXTRAORDINARY
SHAREHOLDERS MEETING OF SADIA  5.1After the signing
of the Protocol and Justification, SADIA undertakes to convene its ESM on the
same date as the ESM of PERDIGÃO, as set forth in Section 6.1, and as the
ESM of HFF, as set forth in Section 6.2, to vote on the Disposal of
Concórdia Financeira Shares, as set forth in Section 5.3.  5.2In the event
that the ESM of PERDIGÃO does not take place upon first notice, the ESM of
SADIA shall be adjourned until the ESM of PERDIGÃO meets.  5.3The contracting
of the Disposal of Concórdia Financeira Shares is subject to compliance, on a
cumulative basis, with the following conditions: (i) disposal by SADIA of
its all shares on the BM&FBOVESPA; (ii) declaration and payment, in
either national legal tender or Liquid Assets at their market values at the
discretion of Concórdia Financeira, of dividends, by Concórdia  10


Financeira, in the amount of one hundred and five
million five hundred and fifty-three thousand reais (R$105,553,000.00), to be
deducted from the profit reserves of the Balance Sheets of December 31, 2008;
and (iii) review of the Balance Sheets of Concórdia Financeira, Concórdia Banco
and Concórdia Corretora, all of which are dated March 31, 2009, by independent
audit, and implementation of the adjustments recommended by such audit, all in
accordance with accounting best practices, in order to produce interim Balance
Sheets on April 30, 2009.  5.4The
Parties further agree to submit and await the approval by CVM of the operations
described in Section 5.6(ii) and 5.6.1, in compliance with the applicable
regulations.  5.5Once
the conditions set forth in Section 5.3 have been verified, the instrument of
Disposal of Concórdia Financeira Shares shall be signed immediately after the
closing of the ESM of SADIA as contemplated in this Chapter.  5.6The
Disposal of Concórdia Financeira Shares shall occur as follows: (i) contracting
by SADIA of an assessment report of Concórdia Financeira to be drafted by a
specialized firm and submitted to the SADIA shareholders, which shall vote on
this operation in a General Meeting (Assessment Report); (ii) payment by way
of the delivery of one million nine hundred and ninety-one thousand two hundred
and eleven (1,991,211) shares of BRF common stock, which figure may be
supported by the Assessment Report; and (iii) assumption of the obligation by
HFIN to keep SADIA, its controlled companies and BRF indemnified against any
and all complaints and claims related to events, actions and inactions by
Concórdia Financeira prior to the date of contracting of the Disposal of
Concórdia Financeira Shares, even though these may be contested after such
date.  5.6.1. Concurrently with the Disposal of Concórdia
Financeira Shares, SADIA shall grant HFIN an irrevocable, indefeasible and
unconditional option to purchase the same one million nine hundred and
ninety-one thousand two  11


hundred and eleven (1,991,211) shares of BRF common
stock for the price of thirty-three reais and sixty-five cents (R$33.65) per
common share, as adjusted from the date of delivery of the shares set forth in Section
5.6, by SELIC (Purchase Option), and the shares subject to the Purchase
Option shall be kept in the treasury by SADIA during the term of exercise of
the Purchase Option. The Purchase Option may be exercised, at the discretion of
the grantee, as follows: (i) for the purchase of up to 50% of the shares during
the 180 days following the date of contracting thereof, and (ii) for the
purchase of up to the 50% remaining shares during the 360 days following the
date of contracting thereof. The Purchase Option shall bind the successors of
SADIA and shall benefit the successors of the grantee.  VI.MERGER OF HFF SHARES AND AMENDMENT TO THE BYLAWS OF PERDIGÃO  6.1Upon
the signing of the Protocol and Justification, PERDIGÃO undertakes to convene
the ESM of PERDIGÃO within the minimum legal term, and, in the event that the
minimum quorum is not reached upon first notice, it shall immediately issue a
second notice to convene the ESM, also within the minimum legal term, in order
to vote on:  (i)Change of the corporate name of PERDIGÃO to BRF  BRASIL FOODS S.A.; (ii)Transfer of the head offices of BRF to the municipality of Itajaí, State
of Santa Catarina; (iii)Amend the Bylaws of PERDIGÃO in order to establish: a) that the Board of
Directors shall be comprised of 9 to 11 members; and b) a Co-Chairman structure
for the Board of Directors, as set forth in Section 10.4 of this Merger
Agreement; (iv)Election of three (3) members and respective alternates for the Board of
Directors, one of whom shall be the Co-Chairman; (v)Increase in the companys authorized capital limit in order to support
the value of the Public Offering of BRF Shares, as set forth in Section  12


8.1, with the Board of Directors of PERDIGÃO
authorized to decide on the issuance of shares; and (vi)Merger of HFF Shares.  6.2HFF
undertakes to convene the ESM in order to vote on the Merger of HFF Shares on
the same day as the ESM of PERDIGÃO is convened to vote on the issue. In the
event that the ESM of PERDIGÃO does not take place upon first notice, the ESM
of HFF shall be adjourned until the ESM of PERDIGÃO meets.  6.3HFF
shall become a wholly-owned subsidiary of BRF upon approval by the PERDIGÃO and
HFF shareholders of the Merger of HFF Shares.  6.4The
Merger of HFF Shares shall observe a substitution relationship of 0.166247
shares of BRF common stock per each share issued by HFF (Substitution
Relationship of the Merger of HFF Shares), considering the premises set forth
in Section 10.9.  6.5The
shareholders holding shares of HFF common stock that disagree with the Merger
of HFF Shares may exercise the right of compensation which they are entitled to
under the Corporations Law.  6.6If
the Merger of HFF Shares is approved at the PERDIGÃO and HFF Extraordinary
Shareholders Meetings, the Officers of HFF shall underwrite the capital
increase of BRF on account of the HFF shareholders on the day that the ESM of
PERDIGÃO approves the Merger of HFF Shares.  6.7After
the Merger of HFF Shares, BRF may, at its discretion, complete the merger of
the wholly-owned subsidiary HFF.  13


VII.EXTRAORDINARY SHAREHOLDERS
MEETING OF SADIA TO ELECT NEW MEMBERS OF THE BOARD OF DIRECTORS  7.1After
the signing of the Protocol and Justification, SADIA undertakes to call its ESM
(to be held on the same date, but after the ESM set forth in Section 5.1) in
order to vote on: (i) Amendment of the Bylaws of SADIA to establish that the
Board of Directors shall comprise up to 12 members and be presided over by two
Co-Chairmen; (ii) Election of directors of SADIA, so that such body shall be
comprised of the same Persons who constitute the Board of Directors of BRF, in
addition to the director elected in a separate vote by the holders of preferred
shares at the Annual General Meeting of April 27, 2009.  VIII.PUBLIC OFFERING OF BRF
SHARES  8.1After
the new authorized capital of BRF is fixed, BRF shall make a Public Offering of
Shares in order to raise approximately four billion reais (R$
4,000,000,000.00), through the public distribution of common shares (Public
Offering of BRF Shares).  8.2PERDIGÃO
shall employ its best efforts to ensure that the Public Offering of BRF Shares,
upon approval by ANBID and CVM, contemplates, without prejudice to other usual
characteristics of public offerings of shares: (i) priority in the allocation
of shares for all PERDIGÃO shareholders; (ii) priority in the allocation of
shares for all shareholders of SADIA, up to the limit of the equity interest
they would be entitled to if the Merger of Sadia Shares had already occurred,
if it has not already; and (iii) in the institutional offering, priority in the
allocation to BNDES Participações S.A.  BNDESPAR, in the event that such
entity is interested in underwriting the shares.  8.3The
Public Offering of BRF Shares shall comply with the rules issued by the CVM and
the U.S. Securities and Exchange
Commission  SEC.  IX.MERGER OF SADIA SHARES  9.1After
the Merger of HFF Shares, PERDIGÃO shall proceed with the Merger of SADIA
Shares in order to complete the Merger of the companies.  14


9.2The
Merger of SADIA Shares shall observe a substitution relationship corresponding
to 0.132998 shares of BRF common stock per each common or preferred share
issued by SADIA (Substitution Relationship of the Merger of SADIA Shares).  9.3The
holders of SADIA common stock that disagree with the Merger of SADIA Shares may
exercise their right of compensation, which they are entitled to under the
Corporations Law.  X.OBLIGATIONS OF THE PARTIES  10.1The
PERDIGÃO Debenture Shareholders undertake to vote in favor of, at the ESM
contemplated in Section 6.1 (PERDIGÃO Debenture Shareholders Voting Commitment):
a) changing of the corporate name from PERDIGÃO to BRF  Brasil Foods S.A.;
b) transferring the head offices of BRF to the municipality of Itajaí, State of
Santa Catarina; c) increasing the limit of the companys authorized capital in
order to support the value of the Public Offering of BRF Shares, as set forth
in Section 8.1; d) amending the Bylaws of PERDIGÃO to establish that the Board
of Directors shall be composed of 9 to 11 members; and implementing a
co-chairmen structure for the Board of Directors, as set forth in Section 10.4
of this Merger Agreement; e) electing three (3) new members of the Board of
Directors of PERDIGÃO appointed by the HFF Debenture Shareholders, one of whom
shall be the Co-Chairman and the other external, who is understood to be the
one that is not part of the list contained in Exhibit II, and the respective
alternates; f) approving the Merger of HFF Shares and the Protocol and
Justification; e) ratifying the contracting of the company that drafted the HFF
assessment report; g) approving the HFF assessment report; h) increasing the
capital of BRF by issuing new common shares to be underwritten by the HFF
manager, on account of the shareholders thereof; i) authorizing the management
board of BRF to execute all agreements and instruments, and perform all other
acts necessary to carry out the Merger of HFF Shares and other resolutions
passed in the ESM.  10.2The
PERDIGÃO Debenture Shareholders Voting Commitment shall  15


benefit all HFF Debenture Shareholders that may become
BRF shareholders by virtue of the Merger of HFF Shares (Third-Party
Beneficiaries).  10.3The
PERDIGÃO Debenture Shareholders Voting Commitment shall cease to be effective
on the day before the Annual General Meeting of BRF is held to vote on the
financial statements of the fiscal year ended on December 31, 2010. Until such
date, the PERDIGÃO Debenture Shareholders Voting Commitment shall ensure:  (i)the maintenance of (a) the 9-to-11-member size of the BRF Board of
Directors, and (b) the wording of Section 19 of the Bylaws of PERDIGÃO, as in
force on the Execution Date; (ii)the successive election, removal or replacement, as the case may be, of
three of the members of the Board of Directors of BRF, and their respective
alternates, as indicated and directed by the Third-Party Beneficiaries, who
shall, in the event there is a new election for the entire Board of Directors
of BRF during that period, be part of the slate to be submitted by the board of
directors of BRF; and (iii)the maintenance of the co-chairmen structure of the Board of Directors,
as set forth in Section 10.4 of this Merger Agreement.  10.4The
PERDIGÃO Debenture Shareholders, HFF and the HFF Debenture Shareholders
undertake to implement a structure of two (2) co-chairmen for the Board of
Directors of PERDIGÃO and SADIA, with identical privileges and duties. In the
resolutions of the Board of Directors of PERDIGÃO and SADIA, in the event of
ties, the co-chairmen will not cast a vote of quality but will only cast their
respective individual votes.  10.5Compliance
with the provisions of the PERDIGÃO Debenture Shareholders Voting Commitment
may be required by BRF or any Third-Party Beneficiaries, following the terms of
Sections 118 of the Corporations Law and 436 et seq. of the Civil Code, and
PERDIGÃO undertakes to file this Merger Agreement for all legal purposes and
direct the institution that is the depository of the shares thereof to make all
relevant annotations in the companys records.  16


10.6The
members of the Board of Directors of BRF that may be appointed by the HFF
Debenture Shareholders shall execute the Adhesion Instrument under the rules of
the New Market upon the terms of the Regulations of the New Market of
BM&FBOVESPA.  10.7The
HFF Debenture Shareholders undertake, at the ESM of HFF described in Section 6.2,
to vote in favor of (HFF Debenture Shareholders Voting Commitment): (i) approving
the Merger of HFF Shares and the Protocol and Justification; (ii) ratifying the
contracting of the company that drafted the HFF assessment report; (iii) approving
the HFF assessment report; (iv) authorizing the management board of HFF to
execute all agreements and instruments and perform all other acts required to
make the Merger of HFF Shares and other resolutions taken at the ESM effective.  10.8HFF
undertakes, at the ESM of SADIA described in Section 7.1, to vote in favor of (i)
amendment to the Bylaws of SADIA, establishing that the Board of Directors
shall be composed of up to 12 members and presided over by two co-chairman; and
(ii) election of the directors of SADIA, so that such body is formed by the
same Persons that constitute the Board of Directors of BRF in addition to the
director elected in a separate vote by the holders of preferred shares in the
Annual General Meeting of April 27, 2009.  10.9The
HFF Debenture Shareholders undertake to: (i) cause the capital stock of HFF to
be divided exclusively in common shares and in the same number as the aggregate
number of common shares issued by SADIA and held by HFF; (ii) cause HFF, by
virtue of the Merger of HFF Shares, to hold at least one hundred and thirty-one
million seventy thousand (131,070,000), and at most two hundred and thirty-one
million two hundred and thirty-six thousand seven hundred and twenty-five
(231,236,725) share of SADIA common stock, free and clear of any Liens,
including those specified in the HFF Adhesion Instruments, except for any
usufructs, which shall be subrogated in HFIN shares, HFF shares, and, later,
BRF shares, upon submission of a certificate of the underwriting agent; and (iii)
cause HFF neither to incur any liabilities nor  17


purchase any assets other than the shares issued by
SADIA. The HFF Debenture Shareholders further represent that on the Date of
Signing, HFF has no liabilities, and its assets do not exceed eight hundred
reais (R$800.00).  10.10The
Additional Parties and HFF undertake to: (i) vote in favor of the approval of any
and all corporate acts related to the implementation of the Merger; (ii) recommend
that the members of the board of directors of PERDIGÃO, HFF and SADIA,
appointed thereby, as the case may be, always exercise their voting rights in
favor of implementing the Merger; (iii) take any and all actions required to
complete the Merger; (iv) employ their bests efforts to implement, within the
terms set forth herein, all phases of the Merger by signing all documents and
performing all acts that may be reasonably required or convenient to comply
with the provisions of this Agreement and complete the Merger set forth herein;
and (v) employ their best efforts to obtain, in a timely fashion, any and all
pieces of information or documents required to approve the acts related to the
Merger, as described in Section 3.2, with the CVM, the SEC and related bodies of other jurisdictions in which PERDIGÃO
and SADIA have their Securities traded.  10.11The
Original Parties, including their respective subsidiaries, officers, employees,
consultants and auditors (including counsel and accountants), and other
representatives, undertake to use their best efforts to take, or cause others
to take all actions required and advisable, in accordance with the applicable
law, to assist and cooperate with the Parties in order to implement the Merger
and other transactions set forth herein, including, but not limited to: i)
attend meetings, presentations (including those made by the management), roadshows, drafting sessions and due diligence meetings; ii) assist in the
preparation of registration statements
with the SEC (including the registration statement in the form
F-3 related to the Public Offering of BRF Shares, described in Section 8.1, as
well as an information statement or
registration statement in the
form F-4 intended for holders of ADRs of SADIA and American holders of SADIA
preferred shares, a Form CB statement to
be filed with the SEC regarding
the American holders of shares of SADIA common stock, as well as any other offering memoranda or other offering
documents required under  18


the laws of Brazil, the United States or any other
countries related to this Merger Agreement, including the operations set forth
in Section 3.2; iii) provide PERDIGÃO and the advisors thereof (including
underwriters of any public or private offerings of Securities) with the
financial statements or financial data related to SADIA in the same form
regularly used to disclose public offerings of Securities in the United States,
Brazil and other applicable jurisdictions, including all history and pro forma
financial statements, and other financial information required by Regulation S-X and S-K, as set forth in the Securities Act of 1933; iv) employ
their best efforts to obtain comfort and consent letters from accountants,
opinions from counsel, statements of managers and other documents required to
implement the Merger; and v) provide any and all documents and information
reasonably required by PERDIGÃO related to the Merger, in accordance with the
restrictions imposed by antitrust authorities.  10.12For
the duration that this Merger Agreement remains in force, the Parties agree
that they will consult with each other before they disclose any notices to the
market or make statements to the public regarding this Merger Agreement and the
transactions contemplated herein, and they shall not disclose any notice to the
market or make public statements without the prior consent of the other Parties
(which may not be unreasonably denied or withheld). Each Party undertakes to
comply with all obligations related to the regulation of Securities set forth
in the laws of Brazil, the United States and any other countries in which the
Securities of such Party are traded, including, but not limited to, the records
under Form 6-K, as set forth in
the Exchange Act of 1934.  10.13The
beneficiaries of options to purchase shares issued by SADIA under the Share
Purchase Option Plan approved in the ESM of Sadia dated April 29, 2005, with the
amendments approved in the ESM of Sadia dated November 23, 2007, and Programs
in force, shall be entitled, alternatively, to exercise the options up to the
date of the Merger of SADIA Shares or to migrate to a new Share Purchase Option
Plan to be submitted to the BRF Shareholders.  19


XI.OTHER PROCEDURES TO BE TAKEN BY THE ORIGINAL PARTIES  11.1The
Original Parties and SADIA undertake to: (i) submit the terms of the Merger
Agreement to the PERDIGÃO Debenture Shareholders and the HFF Debenture
Shareholders; (ii) obtain adhesion on an unrestricted and unconditional basis
to the terms and conditions of the Merger Agreement upon execution by such
shareholders of the respective Adhesion Instruments; and (iii) disclose
immediately the joint Relevant Fact related to the execution of this Merger
Agreement and the transactions described therein.  11.2HFF,
the HFF Debenture Shareholders and the PERDIGÃO Debenture Shareholders
undertake, on an unrestricted and indefeasible basis, until the date of the
Merger of HFF Shares, not to create any Liens on SADIA Shares, HFF Shares or
PERDIGÃO Shares, respectively, which they may hold, and, in the event of liens
arising from court decisions, use their best efforts to immediately replace the
shares for assets of equal value.  11.3HFF,
the HFF Debenture Shareholders and the PERDIGÃO Debenture Shareholders
undertake, on an irrevocable and indefeasible basis, until the date of the
Merger of HFF Shares, not to Dispose in any way of the common shares issued by
SADIA, HFF or PERDIGÃO, respectively, which they may hold, or perform and/or
allow any other actions and/or inactions affecting directly or indirectly in
any way this Agreement, except for the Disposal of shares (i) issued by HFF
among the HFF Debenture Shareholders, or (ii) issued by PERDIGÃO among the
PERDIGÃO Debenture Shareholders.  11.4Once
the Closing takes place, BRF and SADIA shall commence procedures to merge the
respective defined-contribution complementary pension plans and take the
actions set forth in the laws for the settlement, closing or continuity of the
plan as defined benefit, currently managed by the Attilio Francisco Xavier
Fontana Foundation (FAF Benefit Plans, CNPB 1.790.006-38), and migrate, as the
case may be, to a multi-sponsored open pension fund, in compliance with
specific regulations and the need for prior  20


approval by the Secretariat of Complementary Pension
Funds, and employ their best efforts to obtain it.  XII.REPRESENTATIONS AND WARRANTIES OF THE PARTIES  12.1The
Original Parties, the HFF Debenture Shareholders and the PERDIGÃO Debenture
Shareholders represent and warrant to each other, severally, that:  12.1.1.Authority
and Powers. They have full powers to
execute or adhere, as the case may be, to the terms and conditions of this
Merger Agreement, and carry out all transactions set forth herein, regardless
of any other authorization, and they have taken all corporate and other actions
eventually required for such.  12.1.2.No
Breach and Valid Obligations.
The execution of or adhesion to this Merger Agreement and the assumption of the
obligations set forth herein (a) do not breach any provisions of the
Bylaws of PERDIGÃO, HFF and SADIA and other corporate documents of such
companies (or, in the case of legal entity shareholders, their respective
organizational documents), (b) do not breach or in any way constitute or
cause a default upon the terms of any provisions of any agreement or commitment
or other obligation of such party, (c) do not breach any provisions of the
law, decrees, rules or regulations, administrative or court order to which
the party may be subject, and (d) do not require consents, approvals or
authorizations, notice or filings with any legal entity or individual, court or
governmental authority of any jurisdiction, except for the approval of the
Merger by CADE and other antitrust authorities, which, upon the terms of the
respective laws, should analyze and approve the transaction under this Merger
Agreement.  12.1.3.Binding
Effect. This Merger Agreement shall constitute a
legal, valid and binding obligation against the party.  21


12.1.4.Ownership
of the Shares. Each PERDIGÃO Debenture
Shareholder and each HFF Debenture Shareholder represents that it is the
legitimate owner and holder of the shares indicated in the respective Adhesion
Instrument, and it has powers and the right to sell, assign, transfer and
deliver any such shares, free and clear of any Liens, except for the PERDIGÃO
Shareholders Voting Agreement on March 06, 2006, the SADIA Shareholders
Agreement, or the Liens specified in each Adhesion Instrument, and further
exercise the voting right related thereto.  XIII.REQUEST FOR AUTHORIZATION OF THIRD PARTIES  13.1.PERDIGÃO
and SADIA shall request, before the Closing, the consent for the Merger and all
acts set forth in this Merger Agreement by the financial institutions with
which they have relevant financial agreement subject to statement of
accelerated maturity in case any of the acts set forth in this Merger Agreement
are performed, beyond employing their best efforts to obtain the consent of
such financial institutions and creditors before the Closing.  XIV.CONDUCT OF THE BUSINESS BEFORE THECLOSING  14.1.In the period from the
Date of Signing of this Merger Agreement and the Closing Date, PERDIGÃO and
SADIA, as reasonably possible, undertake, on a irrevocable and indefeasible
basis, to conduct their respective businesses within the Regular Course of
Business, and they do not assume or allow that any commitments or obligations
are assumed which, due to their exceptional nature, may harm or frustrate the
Merger agreed upon herein. The provisions of this Section do not prevent
PERDIGÃO or SADIA from acting in the market in an independent and competitive
manner without interference of one party towards the other.  XV.NOTICE
OF THE TRANSACTION TO ANTITRUST AUTHORITIES  15.1.Within
15 Business Days, counted from the date of signature of the Merger Agreement,
PERDIGÃO and SADIA shall jointly submit to CADE a  22


request for approval of the Merger. PERDIGÃO and SADIA
shall provide and be responsible for the timely and accurate delivery of
information and documents required therefrom for such approval to be granted
under the applicable law.  15.2The
fees and any penalties related to or arising out of the notice mentioned above,
as well as all other costs incurred in submiting the transaction that is the
object of this Merger to the Brazilian antitrust authorities shall be equally
divided by PERDIGÃO and SADIA, except in the case that penalties refer to an
act imputable to either Party alone, in which case the party that causes such
penalty shall be severally responsible for paying it.  15.3In the
event that the Brazilian antitrust authorities believe that it is necessary to
take certain measures to approve this Merger, PERDIGÃO and SADIA shall employ
their good-faith efforts to meet such requirements and make the Merger
effective as soon as possible, with the least harm to the Original Parties and
SADIA, and, in any event, the costs shall be equally borne by the Original
Parties.  15.4The Original Parties undertake to take jointly all actions
necessary to obtain such antitrust consents required to approve this
transaction with the competent antitrust authorities of other jurisdictions
under the respective applicable laws.  15.5All pieces of information and documents required to draft the
mandatory notices under the applicable regulations in force shall be exchanged
by the Parties in strict confidentiality and not used for any purposes other
than the mandatory notice under the applicable laws and regulations related to
this Merger. Any pieces of market information required to draft the notices and
to which the other party should not have access shall be exchanged solely and
exclusively among the counsel and advisors of the Parties.  23


XVI.SPECIFIC PERFORMANCE AND ENFORCEABILITY  16.1.Compliance with any of
the obligations contemplated in this Merger Agreement or related thereto may be
ordered to be specifically performed by the creditor of the obligation under
the provisions of Sections 461, 632 and 639 et seq. of the Code of Civil
Procedure.  16.2.The
Original Parties signing this Adhesion Instrument acknowledge that this Merger
Agreement is enforceable out of court upon the terms of section 585, II,
of the Code of Civil Procedure.  XVII.GENERAL PROVISIONS  17.1The quantities of shares, prices or substitution relationships set forth
in this Merger Agreement shall be agreed proportionally, (i) in the event
of grouping, breaking down, bonuses or other events that change the number of
shares divided into the capital stocks of SADIA and PERDIGÃO, with no changes
to the stockholders equity of the companies, or (ii) for the amounts
declared or paid to the shareholders as dividends or other income.  17.2.Notices:All notices or
communications related to this Merger Agreement shall be deemed as duly
received by each of the Original Parties if delivered personally or sent by
registered letter, return receipt requested, or transmitted by fax to the
following addresses or any other that either Original Party may at any time
communicate in writing to the others:  If to PERDIGÃO Attention: Leopoldo Saboya Fax: (11) 3768-5251 with a copy by e-mail E-mail: leopoldo.saboya@perdigao.com.br with a fax
confirming submission of the e-mail  If to SADIA Attention: Alfredo Felipe da Luz Sobrinho Fax: (11) 2113-1729 with a copy by e-mail E-mail: felipe.luz@sadia.com.br with a fax confirming
submission of the e-mail  24


If to HFF Attention: Alfredo Felipe da Luz Sobrinho Fax: (11) 2113-1729 with a copy by e-mail E-mail: felipe.luz@sadia.com.br with a fax confirming
submission of the e-mail  17.3.Notices
to the Debenture Shareholders shall be sent to the fax numbers and electronic
addresses stated in the respective Adhesion Instruments.  17.4.Expenses. Each Original Party or signatory of an Adhesion Instrument shall bear
the expenses and costs incurred thereby with counsel, advisors, consultants and
any other professionals retained to assist in the Merger.  17.5.Waiver. No tolerance or tacit consent by either Original Party or signatory of
an Adhesion Instrument, or even omission thereof in requiring compliance with
any provision hereof, shall affect, reduce or harm the right of such Original
Party or signatory of the Adhesion Instrument to require future compliance with
such provision. Similarly, any waiver or acceptance by either Original Party or
signatory of the Adhesion Instrument or of successive or continued breaches of
any provision agreed upon herein shall not be construed as a waiver or
acceptance of any other future breach or persistence thereof, nor shall it
cause a waiver, amendment to such provision or novation, or even a waiver to
such right, as set forth herein or raising hereof, acceptance or acknowledgment
of positions and/or rights other than those expressly set forth in this Merger
Agreement.  17.6.Severability.This Merger Agreement and the Exhibits
hereof, which are for all intents and purposes deemed to be an integral part
hereof, contain the terms and conditions related to the Merger, and they
supersede any other Agreement among the Original Parties and the signatories of
the Adhesion Instrument, whether oral or in writing. In the event any provision
of this Merger Agreement is deemed unenforceable, illegal or invalid because of
breach of any public rules, the remaining provisions shall not be affected and
shall remain in full force and effect, in which case the Original Parties and
the signatories of the  25


Adhesion Instrument shall be required to replace the
unenforceable, illegal or invalid provision with another or others that favor
the same ends as the initial provision.  17.7.Assignment.No assignment of rights and
obligations contained in this Merger Agreement may be made without the prior
and express consent of all Original Parties and the signatories of the
Adhesion Instrument.  17.8.Partial Invalidity.The declaration of nullity,
invalidity or ineffectiveness of any provision contained in this Merger Agreement shall not affect the
validity and effectiveness of the others, which shall continue to bind the
Original Parties and the signatories of the Adhesion Instrument, as if the
null, invalid or ineffective provision had never been separated or excluded,
and the Original Parties and the signatories of the Adhesion Instrument
undertake to employ their best efforts to attain the purposes of the null,
invalid or ineffective provision by mutual Agreement, including by adding an
alternate provision.  17.9.Successors. This Merger Agreement irrevocably
and indefeasibly binds the Original Parties and the signatories of the
Adhesion Instrument and their respective
heirs, successors or authorized assignees in any way.  17.10.Confidentiality. TheOriginal
Parties and the signatories of the Adhesion Instrument assume the obligation to
keep Confidential Information in absolute secrecy, and they may not disclose or
transfer such information to third parties in any way, or use it for purposes
other than those contemplated in this Merger Agreement.  17.10.1.In
case the Merger is not consummated for any reason:  a)the
Original Parties and the signatories of the Adhesion Instrument undertake to
keep confidential any and all pieces of Confidential Information, and they
further undertake to destroy (and confirm such destruction in writing) all
original documents, work papers and other material related to the transactions
contemplated in this Merger  26


Agreement, obtained either before or after the
execution of this Merger Agreement, except for the information actually
included by mutual agreement in a relevant fact published or to be published
under this Merger Agreement; and  b)all
records, applications and other requests made hereunder shall, to the extent
possible, be interrupted or cancelled.  17.11.Arbitration. Any dispute, litigation or conflict arising from or related to the
validity, interpretation, compliance or execution of this Merger Agreement
shall be resolved at a single and unappealable level by arbitration in
accordance with the rules of the Chamber of Arbitration of the
BM&FBOVESPA Market, which shall be in charge of conducting the arbitral
proceeding. In the event that the arbitration regulations of the Chamber of
Arbitration of the BM&FBOVESPA Market are silent in any procedural aspect,
the Original Parties and the signatories of the Adhesion Instrument agree to
additionally apply, in such order, the Brazilian procedural laws set forth in
Law No. 9,307/96 and the Brazilian Code of Civil Procedure.  17.11.1.The
Arbitral Tribunal shall comprise three (3) arbitrators, (i) one
appointed by the Original Party or signatory of the Adhesion Instrument
relating to which the dispute arose, (ii) one appointed by the Original
Party or signatory of the Adhesion Instrument which is in the opposite
position, and (iii) the third arbitrator, who shall act as chairman of the
Arbitral Tribunal, appointed by the two arbitrators appointed by the Parties.
The choice of the third arbitrator shall be made within ten (10) days,
counted from the appointment of the first arbitrator.  17.11.2.The
arbitration shall be conducted in the city of São Paulo, State of São Paulo,
and the language of the arbitration shall be Portuguese.  17.11.3.The
arbitrators shall issue their decision based on the applicable Brazilian laws
then in force, without application of the principle of equity.  27


17.11.4.The
Original Parties and the signatories of the Adhesion Instrument agree to employ
all of their efforts to reach a prompt, economical and fair agreement on any
dispute submitted for arbitration.  17.11.5.The
arbitral report shall be deemed final and shall bind the parties involved,
which expressly waive any form of challenge to the arbitral report and the
effects thereof.  17.11.6.The
Original Parties and the signatories of the Adhesion Instrument may appeal to
the Judiciary exclusively in the cases listed below, and such conduct shall not
be deemed an act of waiver of the arbitration as sole means to resolve disputes
related to this Merger Agreement: (i) to ensure commencement of the
arbitration; (ii) to obtain injunctions to protect rights prior to the
formation of the Arbitral Tribunal; (iii) to obtain specific performance
of the provisions of this Merger Agreement; or (iv) to enforce any
decision of the Arbitral Tribunal, including, but not limited to, the arbitral
report.  17.11.7.Refusal
by the Original Party or any of the signatories of the Adhesion Instrument to
accept the decision of the arbitral report shall be deemed a breach thereby
with the obligations assumed herein, and it may further result in application
of the respective penalties, and responsibility for the damages arising from
non-compliance with such decision.  17.11.8.All
costs and expenses arising from the submission of the dispute of this Merger
Agreement to the arbitral tribunal shall be borne by the non-victorious party.
In the event of a decision that is partially favorable to all litigating
Parties, the costs and expenses shall be divided proportionally among them.  17.12.Cooperation
and Contractual Good-Faith.
Each Original Party and each signatory of the Adhesion Instrument shall
cooperate with the others, to the extent possible, and shall provide any
information related to the Merger, as it may reasonably be requested in writing
for perfect completion of the Merger, as set forth in this Merger Agreement.  28


17.13.Applicable Law. The interpretation and application of this Merger
Agreement and all matters related thereto shall be governed by the laws of the
Federative Republic of Brazil.  17.14.Effectiveness. This Merger Agreement shall remain in force until the date of
consummation of the operations set forth herein (except for the effects of the
Voting Commitments) or until verification of the termination condition set
forth in Section 2.4.  17.14.1In
the event that the Closing fails to occur within one (1) year, the Merger
Agreement shall be legally terminated.  17.15.Venue. For the
purposes of the provisions of Section 17.11.6., the Original Parties and
the signatories of the Adhesion Instrument elect the Judicial District of São
Paulo, State of São Paulo, as the sole competent venue.  IN WITNESS WHEREOF, the Parties sign this instrument
in three (3) copies of equal content and form for one single purpose, in
the presence of two (2) undersigned witnesses.  São Paulo, May 19, 2009   /s/José Antônio do Prado Fay
  
  /s/
  Gilberto Tomazoni/s/Leopoldo
  Viriato Saboya
  
  /s/
  Alfredo Felipe da Luz SobrinhoPERDIGÃO
  S.A.
  
  SADIA
  S.A.By
  José Antônio do Prado Fay andLeopoldo Viriato Saboya
  
  By
  Gilberto Tomazoni and
  Alfredo Felipe da Luz Sobrinho
   /s/
  Luiz Fernando Furlan/s/
  Alfredo Felipe da Luz SobrinhoHFF PARTICIPAÇÕES S.A.By
  Luiz Fernando Furlan andAlfredo
  Felipe da Luz Sobrinho
  29


Witnesses:  1.
  
  2.Name:
  
  Name:RG:
  
  RG:CPF/MF:
  
  CPF/MF:
  30


EXHIBIT I PERDIGÃO DEBENTURE SHAREHOLDERS  1.Caixa de Previdência dos Funcionários do Banco do
Brasil - Previ 2.Fundação Sistel de
Seguridade Social 3.Fundação de Assistência e Previdência Social do
BNDES - Fapes 4.Fundação Petrobrás de Seguridade Social - Petros 5.Fundação Vale do Rio Doce de Seguridade Social 
Valia  31


EXHIBIT II HFF DEBENTURE SHAREHOLDERS  1.ALEX RENATO DE
MAURA FONTANA 2.ALEXANDRE FONTANA
SCHMIDT 3.ALFREDO FELIPE DA
LUZ SOBRINHO 4.AMPERES
ADMINISTRACAO E PARTICIPACOES LT 5.ANA MARIA GONCALVES
FURLAN 6.ANDRÉ BELEZA
FONTANA 7.ANDRE FONTANA
CARVALHO 8.ANDRE MONEGAGLIA 9.ANTIGUA
ADMINISTRACAO E PARTICIPACOES LT 10.ATTILIO FONTANA
NETO 11.AUGUSTO ESCOREL
FONTANA 12.CARLA MARIA
CARVALHO FONTANA 13.CAROLINA FURLAN
UCHOA CAVALCANTE 14.CRISTIANO FONTANA
KHEIRALLAH 15.DANIEL BOTURAO DAVILA 16.DANIEL FONTANA
SCHMIDT 17.DANIELLE FONTANA D
AVILA TRANCHESI 18.DENISE FONTANA D
AVILA FONTANA 19.DIOGO LEAL FONTANA 20.DIVA HELENA FURLAN 21.EDUARDO FONTANA D
AVILA 22.FELIPE BOTURAO DAVILA 23.FELIPE MONEGAGLIA 24.FLAVIA THAIS
FONTANA GEMIGNANI 25.FLAVIO FONTANA
MINCARONI 26.FLAVIO RIFFEL
SCHMIDT 27.GABRIELLA FURLAN
VILLARES 28.GUILHERME PEREIRA
FONTANA CIPRIANI 29.GUSTAVO FONTANA
STRIKER 30.HENRIQUE FONTANA
STRIKER 31.ITALIA BORDIN
FONTANA  32


32.JOAO DOMINGOS
FONTANA 33.JOAO FURLAN DA
SILVA TELLES 34.JOSE CARLOS FONTANA 35.JULIANA FONTANA
PUSSET 36.LEILA MARIA FURLAN DA SILVA TELLES 37.LIANA FILARDI
FONTANA 38.LIANEX PARTICIPACAO
LTDA 39.LUCILA MARIA FURLAN 40.LUCY FONTANA FURLAN 41.LUIZ FELIPE FONTANA
LISBOA 42.LUIZ FERNANDO
FURLAN 43.LUIZ GOTARDO FURLAN 44.MANOELA MONEGAGLIA 45.MARCELA PASSOS
FURLAN 46.MARCELO FONTANA 47.MARIA APARECIDA
CUNHA FONTANA 48.MARIA APARECIDA
FONTANA MINCARONI 49.MARIA FURLAN DA
SILVA TELLES 50.MARIA TEREZINHA
FONTANA DOS REIS 51.MARINA FONTANA 52.MARISE PEREIRA
FONTANA CIPRIANI 53.MELISSA PEREIRA
FONTANA CIPRIANI 54.NELSON FELIPE
KHEIRALLAH FILHO 55.ODEON ANTONIO
FONTANA 56.ODILA SPERANDIO 57.ODYLLA FONTANA D
AVILA 58.OLD PARTICIPACOES
LTDA 59.OLGA MARIA DE
CARVALHO LUZ 60.OLINPAR
PARTICIPACOES LTDA 61.OLIVER FONTANA 62.OMAR FONTANA 63.OMAR FONTANA DOS
REIS 64.ONEIDA MARIA
SCHNITZER FONTANA 65.OSORIO HENRIQUE
FURLAN JUNIOR  33


66.OTTONI ROMANO
FONTANA FILHO 67.PATRÍCIA BELEZA
FONTANA 68.PAULO PUSSET 69.PEDRO ALBERTO
FONTANA 70.RAUL MENA BARRETO
DOS REIS 71.RENATA FONTANA
PUSSET 72.ROBERTO HOPPNER
FONTANA 73.ROBERTO PUSSET 74.ROMANO ANCELMO
FONTANA FILHO 75.RUTH ESCOREL
FONTANA 76.RUTH MARIA CARVALHO
LUZ MALZONI 77.SANDRA MARIA
FONTANA 78.SERGIO FONTANA DOS
REIS 79.SIMONE MARIA
FONTANA DOS REIS 80.SOELY MACHADO
FONTANA 81.SOFIA ESCOREL
FONTANA 82.SUNFLOWER
PARTICIPACOES S.A. 83.TIAGO GUITIAN DOS
REIS 84.VANIA CUNHA FONTANA 85.VERA LUCIA FONTANA 86.VERA LUCIA PEREIRA
FONTANA 87.VICTOR BAYARD DE
MAURA FONTANA 88.VICTOR FONTANA 89.VICTOR FUGANTI 90.ZOE SILVEIRA DAVILA  34


EXHIBIT III PERDIGÃO ADHESION INSTRUMENT  [CORPORATE NAME],
[full identification] (ADHERING PARTY),
as shareholder ofPERDIGÃO S.A., a company with head offices
in the city and State of São Paulo, at Av. Escola Politécnica, 760, enrolled in
the CNPJ/MF under No. 01.838.723/0001-27 (PERDIGÃO), which holds
on the date hereof [    ] common shares issued by the
company, HEREBY ADHERES, on an unrestricted and unconditional basis, to all
terms and conditions of the Merger Agreemententered into on May 19, 2009 by and between, on the one hand,PERDIGÃO; and, on the other hand,HFF PARTICIPAÇÕES S.A., a company with
head offices in the city and State of São Paulo, at Rua Fortunato Ferraz, 365,
2ndfloor, suite 2, Vila Anastácio,
enrolled in the CNPJ/MF under No. 09.625.992/0001-17(HFF), and SADIA S.A.,a company with
head offices in the city of Concórdia, State of Santa Catarina, at Rua Senador
Attílio Fontana, 86, Centro, enrolled with the CNPJ/MF under No. 20.730.099/0001-94
(SADIA)(Merger Agreement).  By virtue of the adhesion formalized
hereunder:  (i)the ADHERING PARTY shall have the rights and obligations given to the
PERDIGÃO Debenture Shareholders in the Merger Agreement,and it hereby
declares that it is aware of and agreeswith all such rights and obligations, and further undertakes to comply with
them; and  (ii)all such references made in the Merger Agreement to the PERDIGÃO
Debenture Shareholders shall be deemed as references further to the ADHERING
PARTY.  [date]  [signature]  35


EXHIBIT IV ADHESION INSTRUMENT HFF  [NAME/CORPORATE NAME],
[full identification] (ADHERING PARTY),
as shareholder of SADIA S.A.,a company with
head offices in the city of Concórdia, State of Santa Catarina, at Rua Senador
Attílio Fontana, 86, Centro, enrolled in the CNPJ/MF under No. 20.730.099/0001-94
(SADIA), which holds on the date hereof [    ]
common shares issued by the company, HEREBY ADHERES, on an unrestricted and
unconditional basis to all terms and conditions of the Merger Agreemententered into on May 19, 2009 by and between, on the one hand,PERDIGÃO
S.A., a company with head offices in the city and State of São Paulo, at Av.
Escola Politécnica, 760, enrolled in the CNPJ/MF under No. 01.838.723/0001-27
(PERDIGÃO); and, on the other hand,HFF
PARTICIPAÇÕES S.A., a company with head offices in the city and State of
São Paulo, at Rua Fortunato Ferraz, 365, 2ndfloor, suite 2, Vila Anastácio, enrolled with
the CNPJ/MF under No. 09.625.992/0001-17(HFF),
and SADIA (Merger Agreement).  By virtue of the adhesion formalized
hereunder:  (iii)the ADHERING PARTY shall have the rights and obligations given to the
HFF Debenture Shareholders in the Merger Agreement,and it hereby declares that it
is aware of and agreeswith all such rights and
obligations, and further undertakes to comply with them; and  (iv)all such references made in the Merger Agreement to the HFF Debenture
Shareholders shall be deemed as references further to the ADHERING PARTY.  The ADHERING PARTYhereby irrevocably and indefeasibly constitutes[name and identification] (Grantee)
as its lawful attorney, with powers required to execute all instruments,
including, for instance, corporate books and share transfer instruments, as
well as attend any and all General Meetings of HFF,  36


with powers to vote on the matters described in the
agenda, as well as perform all the acts (a) set forth in the Merger
Agreement, including receipt of notices as set forth in Section 17.2 of
the Merger Agreement, on its behalf and order, or (b) required to attain
the Merger (as defined in the Merger Agreement), including, for instance, contribution
of the shares issued by SADIA and part of the capital of HFF, and agrees that:  (i)SADIA, HFF
and PERDIGÃO are entitled to assume that the Grantee has at all times full
authority to act on behalf and on account of the ADHERING PARTY in respect of
the rights and obligations set forth in the Merger Agreement; and  (ii)the
acts performed by the Grantee under this power of attorney shall bind the
ADHERING PARTY.  In addition, the ADHERING PARTY represents that[    ]
of the [    ] common shares issued by SADIA and owned
thereby are recorded by [    ].  The power of attorney granted herein shall remain
in force for the term set forth in Section 17.14 of the Merger Agreement.  [date]  [signature]  37


EXHIBIT V HFIN ADHESION INSTRUMENT  [NAME/CORPORATE NAME],
[full identification] (ADHERING PARTY),
as shareholder of SADIA S.A.,a company with
head offices in the city of Concórdia, State of Santa Catarina, at Rua Senador
Attílio Fontana, 86, Centro, enrolled in the CNPJ/MF under No. 20.730.099/0001-94
(SADIA), which holds on the date hereof [    ]
common shares issued by the company, HEREBY ADHERES, in an unrestricted and
unconditional basis to all terms and conditions of the Merger Agreemententered into on May 19, 2009 by and between, on the one hand,PERDIGÃO
S.A., a company with head offices in the city and State of São Paulo, at Av.
Escola Politécnica, 760, enrolled in the CNPJ/MF under No. 01.838.723/0001-27
(PERDIGÃO); and, on the other hand,HFF
PARTICIPAÇÕES S.A., a company with head offices in the city and State of
São Paulo, at Rua Fortunato Ferraz, 365, 2ndfloor, suite 2, Vila Anastácio, enrolled with
the CNPJ/MF under No. 09.625.992/0001-17(HFF),
and SADIA (Merger Agreement).  By virtue of the adhesion formalized
hereunder:  (v)the ADHERING PARTY shall have the rights and obligations given to the
HFIN Debenture Shareholders in the Merger Agreement,and it hereby
declares that it is aware of and agreeswith all such rights and obligations, and further undertakes to comply with
them; and  (vi)all such references made in the Merger Agreement to the HFIN Debenture
Shareholders shall be deemed as references further to the ADHERING PARTY.  The ADHERING PARTYhereby irrevocably and indefeasibly constitutes[name and identification] (Grantee)
as its lawful attorney, with powers required to execute all instruments,
including, for instance, corporate books and share transfer instruments, as
well as attend any and all General Meetings of HFIN,  38


with powers to vote on the matters described in the
agenda, as well as perform all the acts (a) set forth in the Merger
Agreement, including receipt of notices as set forth in Section 17.2 of
the Merger Agreement, on its behalf and order, or (b) required to attain
the Merger (as defined in the Merger Agreement), including, for instance,
contribution of the shares issued by SADIA and part of the capital of HFIN, and
agrees that:  (iii)SADIA,
HFIN, HFF and PERDIGÃO are entitled to assume that the Grantee has at all times
full authority to act on behalf and on account of the ADHERING PARTY in respect
of the rights and obligations set forth in the Merger Agreement; and  (iv)the
acts performed by the Grantee under this power of attorney shall bind the
ADHERING PARTY.  In addition, the ADHERING PARTY represents that[    ]
of the [    ] common shares issued by SADIA and owned
thereby are recorded by [    ].  The power of attorney granted herein shall remain in
force for the term set forth in Section 17.14 of the Merger Agreement.  [date]  [signature]  39