Exhibit 1.01  SADIA S.A. BYLAWS  RESTATED AT THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON
DECEMBER 15, 2005 (12/15/2005) AND AMENDED BY THE EXTRAORDINARY SHAREHOLDERS
MEETINGS HELD ON JANUARY 12, 2007 (01/12/2007) , MARCH 01, 2007
(03/01/2007), NOVEMBER 23, 2007 (11/23/2007) AND APRIL 17, 2008 (04/17/2008)  CHAPTER I THE COMPANY, ITS HEADQUARTERS AND
PURPOSE  ARTICLE 1  SADIA
S. A. is a company governed by these Bylaws, by the Joint Stock Company Act and
by all other Laws and Regulations applicable to the Company and its business
purpose.  ARTICLE 2  The
Companys headquarters is located at Rua Senador Attilio Fontana no 86, Centro,
in the County of Concórdia, State of Santa Catarina, with jurisdiction in the
same county.  ARTICLE 3  The
duration of this Company is indefinite.  ARTICLE 4  The purpose of this Company is to engage in:  a)
  Agricultural,
  industrial and commercial activities related to food products, generally;b)
  The
  operation of slaughterhouses, tanneries, meat packing plants, factories producing
  preserves, whether or not canned, meats, fats and dairy products, processing
  of vegetable oils, as well as the operation of cold storage depots including
  meat warehousing, preservation, storage and classification;c)
  Meats,
  generally, byproducts and selected cuts;d)
  Processing
  and sale of wheat, other grains and their by-products;e)
  Livestock
  farming (cattle, swine, sheep, goat and poultry);f)
  Lumber
  mills;g)
  Road
  transportation of own and third party goods and rental of cold stores, silos
  and warehouses;h)
  All
  activities related to agriculture and agribusiness and marketing of grains
  and other primary and/or processed products in the domestic and foreign
  market;i)
  Processing
  and marketing of substances and products, generally, for human food and
  animal feed;


j)
  Processing
  and marketing of chemical, sanitary and veterinary products for use in
  agriculture, poultry, cattle and swine raising, i.e., livestock, generally;k)
  Forestry
  and reforestation activities;l)
  Any
  other agricultural, industrial and commercial activities correlated to the
  purposes of the Company;m)
  Planning
  and development of agricultural and engineering projects, under the
  responsibility of professionals duly qualified by the appropriate bodies.
  Sole clause - Leasing cold storage chambers, silos and depots, as described
  in letter g of this Article, does not fall under general warehouse
  activities as set out in Executive Order No. 1102, of 21/11/1903.  CHAPTER II CAPITAL STOCK  SECTION I SUBSCRIBED CAPITAL  ARTICLE 5  Capital
Stock is two billion reais (R$ 2,000,000,000.00), fully paid-in, divided into
six hundred and eighty-three million (683,000,000) no par value shares, of
which two hundred and fifty-seven million (257,000,000) are common shares and
four hundred and twenty-six million (426,000,000) are preferred shares with no
voting rights.  SECTION II CAPITAL INCREASE  ARTICLE 6  The
Company may increase the capital stock upon a resolution by the Shareholders
Meeting, proposed by the Board of Directors, and after hearing the Audit
Committee, using:  a)  The reserves, retained or suspended
earnings, surplus capital or special reserves resulting from monetary
restatement; b)  Annual restatement of the monetary
expression of the capital stock, observing the provision in Article 7 of
the Bylaws; c)  Issuance and placement of shares by
subscription.  Paragraph
  1 -
  The
  capital increases described in items a and b will observe the provision
  in Article 17, clause 4, of LawNo. 6404/76.Paragraph
  2 -
  Resolutions
  relating to capital stock increase shall indicate the number and type of
  shares to be issued and shall be transcribed in the minutes of the Meeting.Paragraph
  3 -
  The
  Executive Management Board shall submit the corresponding minutes of the
  Shareholders Meeting to the Commercial Registry for annotation and filing,
  within 30 (thirty) days from the capital increase.


ARTICLE 7  Regardless
of having reached the limit contemplated in item I of Article 297 of Law No. 6404/76,
the Shareholders Meeting shall make a resolution in the year following that of
its calling about the transfer of the capital reserve to the capital stock as
referred to in Article 167 of the same Law.  ARTICLE 8  The
following conditions for subscription and payment shall be observed in the
issuance and placement of capital shares:  I. In
increases by subscription, the Shareholders Meeting shall indicate:  a)
  Whether
  the payment shall be made in cash or in kind, on demand or by installments;b)
  The
  deadline for placing or subscribing the issuance;c)
  The
  period of time for subscribing the shares;d)
  The
  price of issuance of the shares.II.
  Whenever
  the issuance of shares permits a term subscription or subscription by
  installments, the Subscription Bulletin shall specify the down amount, the
  number and amount of the installments and the respective payment dates as
  follows:a)
  A
  minimum payment of 10% (ten per cent) of the subscribed amount must be paid
  at the time of subscription; this amount may be received by the Company, whether
  or not by means of a bank deposit;b)
  If
  the shareholder fails to make any payment of the subscription installment on
  the due date, this shall imply, regardless of any notice:b.1)
  Accelerated
  maturity of all subsequent installments which shall become due by the
  shareholder;b.2)
  A
  default and, consequently, subject to interest on arrears at the rate of one
  percent (1%) of the amount of the overdue and unpaid installments plus
  restatement based on the nominal variation of the National Treasury Bonds
  (OTNs) or any other official index, at the discretion of the Board of
  Directors;b.3)
  The
  Companys right to file, at its discretion, against the shareholder and joint
  debtors, an execution action to collect the amounts due or to sell the shares
  at the Stock Exchange, at the Shareholders account and risk, as permitted by
  Law.III. Whenever
  capital is increased by subscription, the COMPANY shall establish a period no
  shorter than thirty (30) days for the shareholders to exercise their
  preemptive rights.  ARTICLE 9  Upon
a resolution of the Board of Directors and observing the provisions of Article 30
of Law 6404/76, the COMPANY may negotiate its own shares.


CHAPTER III THE SHARES  SECTION I PROVISIONS APPLYING TO SHARES  ARTICLE 10  The
following provisions apply to Company shares:  I.
  All
  company shares shall be book-entry shares and remain in deposit accounts with
  BANCO BRADESCO S.A., on behalf of their holders, no certificate being issued,
  pursuant to Articles 34 and 35 of Law No. 6404/76, dated 12/15/1976.II.
  Preferred
  and common shares are entitled to a compulsory minimum dividend of
  twenty-eight percent (28%) of the net income for the year, established in
  accordance with Article 202, items I to III, Law No. 6404/76, also
  observing the provisions of letter b of Article 12 of these Bylaws.III.
  Ordinary
  and preferred shares shall participate equally in capital increases derived
  from net income and reserves, revaluation of assets and yearly capital
  restatement.IV.
  In
  capital increases, classes of shares may be created or shares may be issued
  without observing the previously existing proportional relation between
  classes and kinds of shares.V.
  Provided
  that the maximum limits established by the Brazilian Securities Exchange
  Committee are observed, the maintenance agreement relating to bookentry share
  services may authorize the financial institution to charge the shareholder a
  fee for assignment of the title of ownership to the shares.  SECTION II COMMON SHARES  ARTICLE 11  Only
COMMON shares are entitled to vote the resolutions of the Shareholders Meeting.  Sole
Paragraph  Fifty-one percent (51%) of the capital with voting rights shall be
owned by Brazilian citizens.  SECTION III PREFERRED SHARES  ARTICLE 12  PREFERRED shares are not entitled to vote and shall
enjoy the following advantages:  a)
  priority
  in the proportional receipt of twenty-eight percent (28%) of the net income
  for the year, as minimum noncumulative dividend, competing in equal terms
  with common shares in any dividend allocated to them above that percentage;b)
  right
  to be included in the public offering for the disposal of the shareholding
  control under the conditions set forth in art. 254-A, with the wording given
  by Law 10303, dated 10.31.2001, with a guaranteed price at least equal to
  eighty


percent
  (80%) of the amount paid per share with voting right and which is an integral
  part of the control block;c)
  priority
  in capital reimbursement in case of Company windup.  Sole
Paragraph  Preferred shares with no voting right may acquire this right if the
Company fails to pay, for at least three (3) consecutive years, the
minimum dividend to which they are entitled and such right shall continue up to
the payment of the first next dividend.  ARTICLE 13  Shareholders
agreements on purchase and sale or preemptive rights on the acquisition of
shares or on exercising voting rights shall be valid, before the Company, only
after being filed in the Companys headquarters.  CHAPTER IV THE MANAGEMENT  ARTICLE 14  The
Company shall be managed by a Board of Directors and an Executive Management
Board, both formed by Brazilian citizens or a majority of Brazilian citizens
domiciled in that country, whose powers shall prevail in decision-making.  Paragraph 1 -The
term of office of the members of the Board of Directors and of the Executive
Directors shall be unified and last one year, extending up to the entry upon
office of the new administrators, reelection being permitted.  Paragraph 2 -The
members of the Board of Directors and the Executive Directors shall enter upon
office by signing the corresponding installation certificate or by subscribing
the minutes of the meeting of election in the corresponding books of minutes of
meetings at which time a Declaration of Principles shall also be signed.  SECTION I BOARD OF DIRECTORS  ARTICLE 15  The
Board of Directors shall comprise a minimum of seven (7) to a maximum of
eleven (11) members, all of them necessarily shareholders, and shall be
governed by an Internal Regulation that will establish, among other matters
deemed convenient, the operation of this body and of its subordinated
Committees, the rights and duties of the Board members and the relationship of
the Board of Directors with the Executive Management Board and other corporate
bodies.  Paragraph
1  The Shareholders Meeting shall elect the Board Members and among them, the
Chairman and one or more Vice Chairman who, following the order of election,
shall substitute for the Chairman in cases of absence, impediment or vacancy.


Paragraph
2 - If a vacancy occurs whereby the number of Board Members is reduced below
the minimum number fixed in these Bylaws, a Shareholders Meeting shall be
called within thirty (30) days to fill the vacant positions. The term of office
of the new members of the Board of Directors, elected to fill the vacancies,
shall coincide with that of the other Board Members.  Paragraph
3 - Any shareholder desiring to nominate one or more member(s) to the
Board of Directors shall inform the Company the name, qualification and full
professional résumé of the candidates, the positions that they occupy in other
companies, as the case may be, and evidence of compliance with the requirements
of art 147, Paragraph 4, of Law No. 6404/76, and with the Brazilian
Securities Exchange Committee  CVM regulations, confirming thereon that there
are no impediments to the election as contemplated in the aforementioned legal
statute, regulations and in these Bylaws. The Company will transmit immediately
to CVM and to São Paulo Stock Exchange - BOVESPA, by electronic means, the
communications received and their supporting documentation and, if received on
time, will inform the shareholders that all of the above are at their disposal
at the companys main address and in its Internet Site.  Paragraph
4  It shall be incumbent upon the shareholder that nominates candidates to the
Board of Directors to evaluate and, later, upon the Shareholders Meeting to
consider, in making a resolution about the election of members to the Board of
Directors, the adequacy of the candidates in the following situations in which
the existence of a conflict of interests may be presumed:  (i)
  a
  candidate holding a job or function, particularly in the management, or in
  advisory and audit committees, of other legal entities that may be considered
  competitors of this Company in the market, or(ii)
  a
  candidate that, cumulatively, (a) has been elected by a shareholder who
  has also been elected an administrator or Statutory or Audit member of a
  competing business in the market and (b) cannot be characterized as an
  independent member in relation to the shareholder(s) who elected that
  member, as per definition in Paragraph 5 below).  Paragraph
5 - A Board Member will be considered independent when the Member:  (i)
  has
  no relationship with the Voting Shareholder, except interest in the capital;(ii)
  is
  not a controlling shareholder, spouse or relative up to the second degree of
  the Voting Shareholder or who has not had, in the last twelve (12) months, a
  relationship to, and/or has not been associated with a company or entity
  related to the Voting Shareholder (persons related to public educational
  and/or research institutions are excluded from this restriction);(iii)
  has
  not been, in the last twelve (12) months, an employee, administrator or
  member of the statutory council of the Voting Shareholder, of the respective
  controlling shareholder or of the company controlled by them or associated to
  them;(iv)
  has
  not been a direct or indirect supplier or buyer of services and/or products
  of the Voting Shareholder to a magnitude implying loss of independence;(v)
  has
  not been an employee or administrator of a Company or entity offering or
  acquiring services and/or products to and from the Voting Shareholder;(vi)
  is
  not a spouse or relative up to the second degree of the administrator of the
  Voting Shareholder;(vii)
  does
  not receive other compensation from the Voting Shareholder, its controlling
  shareholder or the entity controlled or sponsored by it (cash income from
  interest in capital is excluded from this restriction).


Paragraph
6  Any shareholder that nominates candidates to the Board of Directors shall
inform, if applicable and at the time of election, after conducting the
evaluation referred to in the above paragraph 5, whether the candidate falls
under any of the ineligibility or presumed conflict provisions contemplated in
Law 6404/76, in CVM regulations or in these Bylaws, to enable the Shareholders
Meeting to examine whether a conflict exists in the actual case and whether to
waive it.  Paragraph
7 - For the purposes of the provisions in article 115 of Law 6404/76, the vote
to elect a member to the Board of Directors shall be considered abusive if cast
by a Voting Shareholder who, aware of the existence of a conflict of interest
or reason for ineligibility, fails to inform the Company as prescribed in the
above paragraph 6 and, later, the Shareholders Meeting, about the existence of
such reason for ineligibility or of facts that might lead to the presumption of
a conflict of interest on the part of the elected member.  Paragraph
8 - If, after the election of the Member, a fact falling under the same
assumptions leading to a presumption of conflict of interest as described in
Para. 4 occurs, it shall be incumbent upon the Board member to communicate such
fact to the Chairman of the Board of Directors. If the supervening fact is
related to the Voting Shareholders and is not personally related to the Board
member, it shall be incumbent upon the Voting Shareholders to inform the fact
to the Chairman of the Board of Directors who, in turn, will submit the matter
to the Shareholders Meeting.  Paragraph
9 - For the purpose of Paragraphs 4, item (ii), letter (a) and 8 of this
article, a Board member shall be considered as having been elected as such when
(i) the shareholder who has done it did it on an individual basis or (ii) the
votes of that shareholder, if individually considered, were essential to
complete the minimum percentage required by Paragraph 4 of art. 141 of Law No. 6404/76
for exercising the right to a separate election of the member of the Board of
Directors of this Company.  Paragraph
10 - No member of the Board of Directors shall have access to information,
participate in meetings of the Board of Directors or of any administrative
bodies, vote or in any way intervene in matters in which, directly or
indirectly, such member is in a situation of conflicting interest with the
companys interests, in accordance with Paragraph 4, item (ii), letter (a) of
this article.  ARTICLE 16  The
ordinary meetings of the Board of Directors will be held at least on a
quarterly basis, on the dates fixed in advance in the annual calendar prepared
by the Chairman of the Board of Directors. The extraordinary meetings will be
held whenever required, upon a call made to its members made at least
twenty-four (24) hours in advance, indicating date, time and place of the
meeting, with a brief description of the Order of Business.  Paragraph
1 - Notices shall be given by the Chairperson of the Board of Directors or at
the request of three (3) of its members and, should the Chairperson fail
to comply with it within five (5) days, those members may call the meeting
directly,


however,
it shall be held at the same address of the Companys Executive Management.  Paragraph
2 - The quorum for the meetings of the Board of Directors shall be a minimum of
six (6) of its members present in person.  Paragraph
3  In the meetings of the Board of Directors, each member shall be entitled to
one (1) vote.  Paragraph
4  Save for the provisions in the Sole Paragraph to Article 17, the
decisions of the Board of Directors shall be adopted, in any case, by the
majority voting of the members present and the Chairperson is entitled to the
casting vote, without prejudice of his/her own vote.  Paragraph
5 - The meetings of the Board of Directors shall be entered in the Book of
Minutes of Meetings of the Board of Directors and the resolutions destined to
be effective before third parties shall be transcribed as determined by the
Board of Directors.  ARTICLE 17  It
is incumbent upon the Board of Directors to:  I
  -
  Establish
  and monitor the general direction of the Companys business and of any other
  companies under its control.II
  
  Establish
  and monitor all operational and administrative Company regulations,
  particularly those related to:a)
  Personnel hiring and management, allocation, careers, levels, salaries and
  wages as well as fringe benefits of the Companys employees;b)
  Controls, audit, accounting and statistics;c)
  Acquisition, administration and disposal of permanent assets.III
  
  Elect
  and remove the Executive Directors and define their titles and duties, scope
  of activities and, in case an aggregate amount is established by the Shareholders
  Meeting, individual fees.IV
  
  Make
  a resolution, at any time, about the distribution of interim dividends from
  interim balance sheet accounts, or Retained Earnings or Profit Reserve.V.-
  Approve:a)
  The Companys administrative structure and respective positions, duties and
  salaries;b)
  The Strategic Plan;c)
  The Yearly Operational Plan and the corresponding capital, investment and
  financial budgets as well as divestitures;d)
  Interim balance sheets prepared by the Company;e)
  The balance sheet, statements of income and annual report to be submitted to
  the Shareholders Meeting;f)
  The acquisition of assets under property, plant and equipment whenever, due
  to their nature and/or cost, the amount exceeds that contemplated in a specific
  project which is an integral part of the Yearly Operational Plan;g)
  The disposal of assets under property, plant and equipment when, due to its
  nature and/or amount, they have not been included in the Yearly Operational
  Plan;


h)
  Interest in other Companies of any nature, as a shareholder or quota holder;i)
  Nomination of administrators for the controlled, affiliate or associated
  companies; andj)
  Any operation exceeding the scope of the Executive Management Board or which
  fails to meet the approved budgets, policies and rules of the Board of
  Directors.VI
  
  Call
  the Shareholders Meetings when required by Law and by these Bylaws or
  whenever deemed convenient.VII
  -
  Approve
  proposals to be submitted to the Shareholders Meetings and relating to:a)
  Amendment to the Bylaws;b)
  Modification of the Capital Stock;c)
  Merger with another Company, amalgamation into or of other Company;d)
  Creation of other statutory reserves;e)
  Distribution of the profits determined in the annual balance sheet.VIII
  -
  Authorize
  the Executive Management Board to:a)
  Waive Corporate rights, unless those rights are derived from the normal
  course of corporate businesses, and in the case of donations aiming to
  provide support to social, philanthropic and similar projects and programs,
  provided that in this case the limit established in the Yearly Operational
  Plan, letters g and h to Article 23 of these Bylaws, is observed;b)
  Acquire and dispose of shares or quotas and encumber them, always observing
  the provisions of Article 36 of these Bylawsc)
  Offer collaterals, except in the case of financial operations contemplated in
  the Yearly Operational Plan;d)
  Assign, by means of an agreement with a commercial purpose, and for a
  definite period of time, whether or not renewable, the use of the trademark
  SADIA, logos, emblems, symbols and other distinct signs which identify the
  Company, as well as other trademarks, know-how, intellectual property works
  and patents which are, or may come to be, its property, except in the case of
  its use in relation to products which, even though processed by third
  parties, are destined to be exclusively marketed by the Company, provided
  that observing Article 23, letter f of these Bylaws; ande)
  Dispose of, by means of a definitive assignment, trademarks, patents,
  know-how, characters or any other intellectual work owned by the Company.IX
  
  Require,
  at any time, the examination of specific corporate matters or business and
  issue general rules or instructions about them to be observed by the
  Executive Management Board.X
  -
  Follow
  up the management and the performance of the Executive Management Board.XI
  
  Create,
  at any time, on a temporary or permanent basis, committees or work groups,
  always presided by a member of the Board of Directors and formed by
  administrators, employees or hired professionals, for the specific purpose of
  preparing projects, carrying out analysis and making recommendations on
  certain matters or following up activities in any Corporate area.XII
  -
  Prepare
  and approve the Internal Regulation of the Board of Directors and the
  Companys Code of Conduct.XIII
  -
  Evaluate
  formally the results achieved by the Company.


Sole
Paragraph - The matters referred to under numbers I, III, IV, letters a,
b, c, f and g of number V; under number VII, letters a and c of
number VIII and under number XII may only be approved by the vote of at least
half plus one of the acting members of the Board of Directors.  XIV Appoint and remove
independent auditors for the Company.  ARTICLE 18  It
is incumbent upon the Chairperson of the Board of Directors:  I
  -
  Comply
  with and enforce compliance with these Bylaws, the Internal Regulation of the
  Board of Directors, the Companys Code of Conduct, the resolutions of the
  Shareholders Meeting and of the Board of Directors and keep abreast of the
  corporate operations.II
  -
  Safeguard,
  within the scope of its duties, the effectiveness of the shareholders
  agreement filed in its headquarters.III
  -
  Formally
  convene the Shareholders Meetings and chair them.IV
  -
  Call
  and chair the meetings of the Board of Directors.V
  
  Provide
  guidance to the Executive Management Board on resolutions approved by the
  Board of Directors.  SECTION II AUDIT COMMITTEE  ARTICLE 19  The
Audit Committee is a technical permanent body whose duty is to assist the Board
of Directors. It is formed by three (3) to five (5) members of the
Board of Directors, elected by the Board of Directors for an annual unified
term of office.  Three
(3) of those members shall be compulsorily independent members as defined
in its Internal Regulation. At least one (1) of the independent members
shall have proven experience and knowledge of finance and controls, including
some understanding of international accounting standards.  Paragraph
1 - The Audit Committee shall have, among its members, a Coordinator appointed
by the Board of Directors at the same meeting that formed it.  Paragraph
2 - The Internal Regulation of the Audit Committee shall establish how it shall
be called, the frequency of meetings and any other formalities regarding the
participation of guests and the resolutions to be made by this body.  Paragraph
3 - The non-independent members of the Audit Committee shall not be entitled to
vote the collegiate resolutions of this body.  ARTICLE 20  It
is specifically incumbent upon the Audit Committee, without prejudice of a
better detailing of its duties in its Internal Regulation to:  a)
  Monitor
  the effectiveness of the procedures relating to the preparation of the annual
  and other regular financial reports of this Company;


b)
  Verify
  the maintenance of efficient accounting systems and internal controls,
  monitoring them on an ongoing basis;c)
  Monitor
  the risk management system relating to the internal control environment of
  this Company;d)
  Analyze
  in advance the reports to be submitted to the Brazilian and to the U.S.
  Securities and Exchange Commission (CVM and SEC);e)
  Select
  and refer external auditors to be engaged, including their respective work
  proposals and fees, to the Board of Directors, for approval;f)
  Approve
  in advance the engagement, by the Company, of all other services to be
  rendered by external auditors, particularly consulting services, ensuring
  compliance with the applicable legislation;g)
  Establish
  procedures for investigating and taking action in cases of misconduct as well
  as in relation to receiving, handling and responding to accusations relating
  to accounting practices, internal controls in the issuance of financial
  reports and internal audit;h)
  Analyze,
  prior to submitting to the Board of Directors, transactions with Related
  Parties, as referred to in the current legislation;i)
  Submit
  a proposal to the Chairperson of the Board of Directors, when preparing the
  operational plan, to include the required amount to fund the activities of
  the Audit Committee in the annual budget of the Board of Directors ; andj)
  Supervise
  the services and prepare a formal evaluation of the performance of the
  internal audit of this Company.  SECTION III THE EXECUTIVE MANAGEMENT BOARD  ARTICLE 21  The
Executive Management Board shall comprise a minimum of seven (07) and a maximum
of thirty-five (35) members, whether or not shareholders, being one of them
appointed Managing Director and the remaining appointed Directors, all of them
elected by the Board of Directors. In the election act, the Board of Directors
shall also designate their titles and respective fees.  ARTICLE 22  The
Executive Management Board shall be convened at least once a month, called by
the Managing Director or, in his/her absence, by at least three (3) Directors
jointly, whatever their titles, and the minutes of such meetings shall be
transcribed in the pertinent book.  Paragraph
1  The meetings of the Executive Management Board shall be presided by the
Managing Director or, in his/her absence, by any Director, as provided for in Article 23,
letter m.  Paragraph
2  The quorum for meetings of the Executive Management Board shall be at least
seven (7) Directors and the resolutions shall be approved by majority
voting.


ARTICLE 23  With
the observance of the scope of duties of the Board of Directors, it shall be
incumbent upon the Executive Management Board to:  a)
  Manage
  the corporate business seeking to safeguard the Companys interests, carrying
  out and enforcing compliance with the laws, these Bylaws and the resolutions
  approved by the Shareholders Meeting and by the Board of Directors.b)
  Submit
  to the Board of Directors the matters referred to under Article 17, item
  IV and V, letters b, c, d and e of item VIII and item IX of these
  Bylaws.c)
  Approve
  or validate borrowing, financing and leasing operations;d)
  Approve
  the acquisition, disposal and renting of assets under property, plant and
  equipment, observing the provisions of letters f and g of item V,
  Article 17 of these Bylaws;e)
  Approve
  the offer of collaterals in financial operations contemplated in the Yearly
  Operational Plan as well as the provision of guarantees and/or collaterals to
  its subsidiaries in borrowing, funding and leasing operations;f)
  Approve
  the assignment for temporary use of trademarks, know-how, patents and
  intellectual property works, owned by the Company, provided that
  (1) this is made in connection with industrial processing by third
  parties, of products to be marketed by the Company on an exclusive basis; or
  (ii) authorization is granted for the use of trademarks and intellectual
  property works solely for the purposes of dissemination, not intended for
  commercial use;g)
  Waive
  Corporate rights, observing the provisions in Article 17, item VIII,
  letter a of these Bylaws;h)
  Approve
  donations aiming to provide support to social, philanthropic and similar
  projects and programs, provided that the limit established in the Yearly
  Operational Plan is observed;i)
  Import
  machines, equipment pieces and products for own use, transformation or
  resale;j)
  Approve
  the appointment of proxies or attorneys-in-fact, representatives or agents in
  the Brazilian territory and abroad, observing the provisions in
  Article 24, item I, letter e of these Bylaws;k)
  Approve
  the setting up and windup of industrial, commercial and service units as well
  as branches and deposits;l)
  Designate
  to any of its member the duties of a Director in case of absence or
  incapacitation.  Sole
Paragraph - Notwithstanding the provisions in Paragraph 1 of Article 22,
the meetings of the Executive Management Board for resolution on the matters
referred to under letter d shall necessarily be presided by the Managing
Director.  ARTICLE 24  Except
for the acts within the exclusive scope of the Executive Management Board, as a
collective body, it shall be incumbent upon the Executive Directors:  I
  -
  SEVERALLY
  TOa)
  Carry
  out and enforce compliance with these Bylaws and the resolutions approved by
  the Shareholders Meeting and by the Board of Directors.b)
  Represent
  the Company before Courts or third parties and Governmental, State and Municipal
  Authorities.


c)
  Hire
  and dismiss technicians or employees in any category, in accordance with
  letter a, item II of Article 17;d)
  Receive,
  release, issue, endorse, discount and accept trade bills, pay and redeem
  notes, promote collections, open accounts in banking establishments, endorse
  checks for deposits and make interaccount transfers of money on behalf of the
  Company;e)
  Sign
  instruments relating to the actions authorized by the Board of Directors, as
  referred to in item IX of Article 17, and those approved by the Board of
  Directors, as per letters c to l of Article 23 of these Bylaws;f)
  Practice
  all other acts required for the development of corporate businesses which,
  according to law and these Bylaws, are not dependent upon a prior
  authorization by the Shareholders Meeting or the Board of Directors or a
  decision by the Executive Management Board.II
  
  JOINTLY,
  UPON THE SIGNATURE OF TWO DIRECTORS TOa)
  Issue
  and endorse Promissory Notes and accept Bills of Exchange;b)
  Issue
  checks or Rural Promissory Notes;  Paragraph
1 - The powers under item I and letter b of item II may be granted through a
power-of-attorney.  Paragraph
2 - Exceptionally, whenever issuing checks for payment of raw materials at
individual purchasing stations, these powers may, at the discretion of the
Executive Management Board, be exercised by one sole Director or by an
attorney-in-fact.  Paragraph
3  In the companies in which the Company is a shareholder, the Company may be
represented by any Director appointed in advance by the Executive Management
Board for this purpose or by an attorney-in-fact with special powers, as
provided for in Paragraph 1 of article 126 of Law No. 6404/76.  SECTION IV ADVISORY COUNCIL  ARTICLE 25  The
Advisory Council shall comprise a minimum of seven (7) to a maximum of
fifteen (15) members, whether or not shareholders, one of them being appointed
Chairperson and another Vice Chairperson, elected and removed at any time by
the Board of Directors, for a term of office of one (1) year, reelection
being permitted.  Paragraph
1  When electing the members to the Advisory Council, the Board of Directors
shall appoint its Chairperson and Vice Chairperson.  Paragraph
2 - Except for the Chairperson and Vice Chairperson of the Board of Directors 
who shall be native members of the Advisory Board  no other Management member
is permitted to be a member of this body.  Paragraph
3 - The members of the Advisory Council shall enter their respective offices by
signing the Installation Certificate, to be transcribed on the book of minutes
of meetings of this body.


ARTICLE 26  The
Advisory Council shall convene ordinary meetings on a quarterly basis and,
extraordinary meetings whenever requested by the Board of Directors through its
Chairperson.  Paragraph
1  It is incumbent upon the Chairperson of the Advisory Board or, in his/her
absence, to the Vice Chairperson, to call, convene and chair the meetings of
this body.  Paragraph
2 - The quorum for the meetings of the Advisory Council shall be a minimum of
half plus one of its acting members.  ARTICLE 27  It
is incumbent upon the Advisory Council to issue an opinion on matters of
relevant interest to the Company and, irrespective of any request, to keep the
Board of Directors, informed about relevant matters which may come to the
knowledge of its members.  CHAPTER V SHAREHOLDERS MEETINGS  SECTION I CONVENING MEETINGS AND MAKING
RESOLUTIONS  ARTICLE 28  A
lawfully called and convened Shareholders Meeting is the highest body of the
Company, capable of resolving all matters and making any resolutions, including
those relating to amendments to these Bylaws.  ARTICLE 29  Shareholders
Meetings are held, on an ordinary basis, within the four (4) months
following the closing of the fiscal year, for the purposes contemplated in the
Law and, on an extraordinary basis, whenever corporate interests so require.  ARTICLE 30  Save
for the exceptions contemplated in the Law, a Shareholders Meeting is
constituted whenever, on a first call, shareholders representing a minimum of
twenty-five percent (25%) of the Capital Stock with voting rights are present
and, on a second call, any number of the shareholders present.  ARTICLE 31  Regularly
made resolutions of the Shareholders Meetings shall bind all shareholders, in
spite of those absent or dissenting, as provided for by the Law and these
Bylaws.


ARTICLE 32  Shareholders
Meetings convened in accordance with the Law shall be chaired by the
Chairperson of the Board of Directors who will appoint one or more secretaries
from among the shareholders present.  Sole
Paragraph - In the absence of the Chairperson, the Shareholders Meeting shall
be chaired by one of the Vice Chairpersons of the Board of Directors, observing
the order of election and, in the absence of both, by a member of the Board of
Directors appointed by the shareholders.  ARTICLE 33  In
the event that the Shareholders Meeting cannot be held on the scheduled date,
due to lack of legal quorum, a second call shall be made in the same manner of
the first, spaced by a minimum of eight (8) days between the first
publication of the advertisement and the date of the Shareholders Meeting
which, in this case, shall be convened with any number of attendees.  SECTION II ORDINARY SHAREHOLDERS MEETINGS  ARTICLE 34  Ordinary
Shareholders Meetings shall be held to:  I 
Receive the Management accounts and examine, discuss and vote the financial
statements; II 
Make a resolution about the appropriation of net income for the year and the
distribution of dividends. III
- Elect the members of the Board of Directors and of the Audit Council, as the
case may be. IV-
Approve the restatement of the Capital Stock in the cases contemplated by Law No. 6404/76
and by these Bylaws. V -
Fix the compensation of the administrators and of the members of the Audit
Council, when called.  SECTION III EXTRAORDINARY SHAREHOLDERS MEETINGS  ARTICLE 35  Whenever
held on an extraordinary basis, a Shareholders Meeting shall make resolutions
only about the matters for which it was called.  ARTICLE 36  It
is incumbent upon the Shareholders Meeting to authorize the disposal or pledge
of quotas or shares with voting rights of a legal entity whose control of the
voting capital is directly or indirectly owned by the Company whenever the
disposal or pledge implies the risk of losing that control.


CHAPTER VI THE AUDIT COMMITTEE  ARTICLE 37  The
Audit Committee shall be permanent and have the powers established in the Law,
being formed by a minimum of three (3) and a maximum of five (5) permanent
members and an equal number of substitutes, whether or not shareholders,
elected by the Shareholders Meeting for a one-year mandate.  Sole
Paragraph  In addition to the persons referred to in Article 147 of Law No. 6404/76,
as already stated in Article 14 of these Bylaws, the persons referred to
in Article 162, Paragraph 2 of Law No. 6404/76 cannot be elected to
the Audit Council.  CHAPTER VII THE FISCAL YEAR, THE BALANCE SHEET
AND THE RESULTS  SECTION I THE FISCAL YEAR AND THE BALANCE SHEET  ARTICLE 38  The fiscal
year shall end at December 31 of every year, when the Executive Management
Board shall prepare the Company ́s financial statements, based on the commercial
accounting of the Company and expressing clearly its situation and the changes
occurred in the year:  I 
Balance Sheet; II
Statement of Year-to-Date net income and losses or changes in shareholders
equity; III
- Statement of income for the year; IV -
Statement of changes in financial position.  ARTICLE 39  The
books and records of the Company shall be examined by an independent audit firm
selected by the Board of Directors.  SECTION II DISTRIBUTION OF NET INCOME  ARTICLE 40  The
Shareholders Meeting shall make a resolution about the distribution of net
income for the year as determined by the balance sheet and proposed by the
Board of Directors, accompanied by the opinion of the Audit Council, if active,
observing the following criteria:  I
  -
  Five
  percent (5%) of the net income for the Legal Reserve Fund, up to the amount
  established by the Law on Capital Stock.


II
  
  An
  amount equivalent to twenty-eight percent (28%) of Net Income for the year as
  a portion required for the payment of the minimum dividend of preferred and
  common shares, such net income being reduced or increased by the amounts contemplated
  in items I, II and III, Article 202 of Law No. 6404/76, also
  observing the provisions of item b of Article 12 of these Bylaws.III
  -
  Up
  to ten percent (10%), after deducting any accumulated losses and the
  provision for income tax, as the participation of the administrators.IV
  -
  A
  minimum of fifteen percent (15%) and a maximum of sixty percent (60%) on net
  income, as Special Expansion Reserve, destined to fund the expansion plans of
  the Company, up to reaching seventy percent (70%) of the capital.V
  -
  Up
  to five percent (5%) to set up a Special Fund for Research and Development,
  up to reaching ten percent (10%) of the capital.VI
  
  The
  remainder shall be destined as proposed by the administration bodies to the
  Shareholders Meeting.  Paragraph
1 - The amount corresponding to the participation of the administrators shall
be distributed solely if the minimum dividend to the shareholders contemplated
in these Bylaws has been guaranteed.  Paragraph
2 - The distribution of dividends and bonuses shall observe the periods of time
defined in the Law.  Paragraph
3 - Whenever the subscribed capital is increased, the dividends corresponding
to that period may be distributed on a pro rata tempore basis from the
paid-up capital.  Paragraph
4 - The amounts paid from pre-existing Retained Earnings and/or Profit Reserves
accounts are an integral part of the minimum dividend established in item II of
this article.  Paragraph
5 - If the minimum dividend is paid from the pre-existing Retained Earnings
and/or Profit Reserves accounts, a portion of the Net Income for the year,
corresponding to the amount of the paid dividend, may be appropriated to
reestablish the reserves used.  Paragraph
6 - The Company may pay interest on the shareholders own capital as dividends.  CHAPTER VIII COMPANY WINDUP  ARTICLE 41  The
Company may be liquidated in the cases contemplated in the Law or upon a
resolution of the Shareholders Meeting.  Sole
Paragraph - It is incumbent upon the Shareholders Meeting to establish the
liquidation mode and to elect the liquidators and the members of the Audit
Council who will be active during the liquidation period.


CHAPTER IX MISCELLANEOUS  ARTICLE 42  In
addition to the official gazette Diário
Oficial do Estado de Santa Catarina,the publications required by
the Law and by these Bylaws shall be made on the same press institution where
the minutes or the abstract of the minutes of the Shareholders Meeting
approving these Bylaws have been published until any change is advised to the
shareholders for annotation in the minutes of the Ordinary Shareholders
Meeting.  I certify that these Bylaws are a faithful copy of the text
approved by the Extraordinary Shareholders Meeting held on December 15,
2005 (12/15/2005), as entered and signed in the Book of Minutes of the
Shareholders Meetings No. 01 of this Company and amended by the
Extraordinary Shareholders Meetings held on January 12, 2007 (01/12/2007),
March 01, 2007 (03/01/2007), November 23, 2007 (11/23/2007) and April 17,
2008 (04/17/2008).MAURO E.
GUIZELINE/JOSE NESTOR C.HOPF/PAULO CEZAR ARAGÃO/JOSÉ NESTOR CONCEIÇÃO HOPF 
Secretaries  ALFREDO FELIPE DA LUZ SOBRINHO