Exhibit
4.02  PRIVATE INSTRUMENT OF AMENDMENT AND CONSOLIDATION OF SADIA S.A SHAREHOLDERS AGREEMENT  By this private instrument and in accordance with
Law, the parties named below:  1.SUNFLOWER
PARTICIPAÇÕES S.A., a joint stock corporation with its head office in the City
of City of São Paulo, State of São Paulo, at Rua Angelina Maffei Vita, No. 280,
9o andar, enrolled in the Ministry of Finance National Register of Corporate
Taxpayers (CNPJ/MF) under No. 02.949.631/0001-87, represented herein in
accordance with its Bylaws, holder of 36,288,959 ordinary shares issued by
Sadia S.A.;  2.MARIA APARECIDA
CUNHA FONTANA, a Brazilian citizen, widow, businesswoman, holder of the
Identity Card RG No. 006.459.978-70, resident and domiciled in the City of
São Paulo, State of São Paulo, at Rua Angelina Maffei Vita, No. 280, 9o.
andar, holder of 600,001 ordinary shares issued by Sadia S.A.;  3.WALTER FONTANA
FILHO, a Brazilian citizen, married, economist, holder of the ID RG No. 4.250.008
SSP/SP, and enrolled in the TIN (CPF/MF) under No. 947.648.408-04,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Artur de Souza Marques, No. 17, owner of one (1) ordinary share
issued by Sadia S.A.;  4.ATTILIO FONTANA
NETO, a Brazilian citizen, married, business administrator, holder of the ID RG
No. 4.250.009 SSP/SP and enrolled in the TIN (CPF/MF) under No. 872.740.518-49,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Anunze, No. 291, owner of one (1) ordinary share issued by Sadia
S.A.;  5.VÂNIA CUNHA
FONTANA, a Brazilian citizen, judicially separated, a business owner, holder of
the ID RG No. 4.240.000SSP/SP and enrolled in the TIN (CPF/MF) under No. 675.466.848-20,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Bauru, No. 547, holder of 1,479,031 ordinary shares issued by Sadia S.A.;  6.RUTH ESCOREL
FONTANA, a Brazilian citizen, married, businesswoman, holder of the ID RG No. 5.398.909SSP/SP
and enrolled in the TIN (CPF/MF) under No. 006.323.518-88, resident and
domiciled in the City of São Paulo, State of São Paulo, at Rua Artur de Souza
Marques, no 17, holder of 2,347,253 ordinary shares issued by Sadia S.A.;  7.AUGUSTO ESCOREL FONTANA, a Brazilian
citizen, single, business administrator, holder of the ID RG No. 32.433.717-6
SSP/SP and enrolled in the


TIN
(CPF/MF) under No. 222.414.258-77, resident and domiciled in the City of
São Paulo, State of São Paulo, at Rua Artur de Souza Marques, No. 17,
owner of 3,000 ordinary shares issued by Sadia S.A.;  8.SOFIA ESCOREL FONTANA, a Brazilian citizen, single, business
administrator, holder of the ID RG No. 32.433.718-8 SSP/SP and enrolled in
the TIN (CPF/MF) under No. 310.603.478-57, resident and domiciled in the
City of São Paulo, State of São Paulo, at Rua Artur de Souza Marques, No. 17,
holder of 3,000 ordinary shares issued by Sadia S.A.;  9.DIOGO LEAL FONTANA, a Brazilian citizen, single, student, holder of
the ID RG No. 47.885.787-1 SSP/SP and enrolled in the TIN (CPF/MF) under No. 391.264.528-04,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Anunze, No. 291, owner of 100 ordinary shares issued by Sadia S.A.;  10.ZOÉ SILVEIRA dAVILA,
a Brazilian citizen, married, physician, holder of the ID RG No. 9.519.414
SSP/SP and enrolled in the TIN (CPF/MF) under No. 005.772.279-04, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Banibas, No. 1256,
owner of 2,545,891 ordinary shares issued by Sadia S.A.;  11.ODYLLA FONTANA
dAVILA, a Brazilian citizen, married, business owner, holder of the ID RG No. 8.295.930
SSP/SP and enrolled in the TIN (CPF/MF) under No. 372.336.408-07, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Banibas,
1256, holder of 2,967,065 ordinary shares issued by Sadia S.A.;  12.EDUARDO FONTANA
dAVILA, a Brazilian citizen, married, civil engineer, holder of the ID RG No. 5.142.157
SSP/SP and enrolled in the TIN (CPF/MF) under No. 947.648.328-87, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Joaquim
Cândido de Azevedo Marques, No. 750, owner of 7,816,828 ordinary shares
issued by Sadia S.A.;  13.FELIPE BOTURÃO dAVILA, a Brazilian citizen, single, lawyer, holder
of the ID RG No. 35.023.699-9 SSP/SP and enrolled in the TIN (CPF/MF) under
No. 221.487.388-01, resident and domiciled in the City of São Paulo, State
of São Paulo, at Rua Joaquim Cândido de Azevedo Marques, No. 750, owner of
8,771 ordinary shares issued by Sadia S.A.;  14.DANIEL BOTURÃO dAVILA, a Brazilian citizen, single, business
administrator, holder of the ID RG No. 35.023.692-6 SSP/SP and enrolled in
the TIN (CPF/MF) under No. 322.638.518-60, resident and domiciled in the
City of São Paulo, State of São Paulo, at Rua Joaquim Cândido de Azevedo
Marques, No. 750, owner of 8,771 ordinary shares issued by Sadia S.A.;  15.CARLA MARIA
CARVALHO FONTANA, a Brazilian citizen, married, businesswoman, holder of the ID
RG No. 556.887 SSP/SC and enrolled in the TIN (CPF/MF) under No. 047.735.808-01,
resident and domiciled in the City of São  2


Paulo,
State of São Paulo, at Rua Massacá, No. 325, Edifício Emilion, apartamento
11, holder of 11,143,801 ordinary shares issued by Sadia S.A.;  16.ALFREDO FELIPE
DA LUZ SOBRINHO, a Brazilian citizen, married, lawyer, holder of the ID RG No. 37.622.335-2
SSP/SP and enrolled in the TIN (CPF/MF) under No. 003.289.871-15, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Gaivota, No. 1027,
apartamento 172-MP, owner of 683,833 ordinary shares issued by Sadia S.A.;  17.OLGA MARIA DE
CARVALHO LUZ, a Brazilian citizen, divorced, decorator, holder of the ID RG No. 1/R96462
SSP/SC and enrolled in the TIN (CPF/MF) under No. 485.507.289-34, resident
and domiciled in the City of Florianópolis, State of Santa Catarina, at Rua
João Henrique Gonçalves, No. 590, holder of 394,000 ordinary shares issued
by Sadia S.A.;  18.RUTH MARIA
CARVALHO LUZ MALZONI, a Brazilian citizen, married, homemaker, holder of the ID
RG No. 6.734.366 SSP/SP and enrolled in the TIN (CPF/MF) under No. 767.865.798-68,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Prof. Arthur Ramos, No. 515, 5o andar, holder of 501,600 ordinary shares
issued by Sadia S.A.;  19.ANDRÉ FONTANA CARVALHO,a Brazilian citizen, single,
student, holder of the ID RG No. 3.856.007 SSP/SC and enrolled in the TIN
(CPF/MF) under No. 047.735.808-01, resident and domiciled in the City of
São Paulo, State of São Paulo, at Rua Massacá, No. 325, Edifício Emilion,
apartamento 11, owner of 158,376 ordinary shares issued by Sadia S.A.;  20.ITÁLIA BORDIN
FONTANA, a Brazilian citizen, widow, homemaker, holder of the ID RG No. 14/R.128.366
SSP/SC and enrolled in the TIN (CPF/MF) under No. 723.564.649-72, resident
and domiciled in the City of Concórdia, State of Santa Catarina, at Rua Romano
Ancelmo Fontana, No. 575, holder of 28,966 ordinary shares issued by Sadia
S.A.;  21.ONEIDA MARIA
SCHNITZER FONTANA, a Brazilian citizen, widow, homemaker, holder of the ID RG No. 3.718.043-5
SSP/SP and enrolled in the TIN (CPF/MF) under No. 212.690.148-38, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Tucumã, No. 471,
apartamento 111, holder of 5,497,122 ordinary shares issued by Sadia S.A.;  22.JOÃO DOMINGOS
FONTANA, a Brazilian citizen, divorced, physician, holder of the ID RG No. 70.209.395-71
SSP/RS and enrolled in the TIN (CPF/MF) under No. 525.438.037-34, resident
and domiciled in the City of Porto Alegre, State of Rio Grande do Sul, at
Avenida Independência, No. 855, apartamento 1101, owner of 2,168,967
ordinary shares issued by Sadia S.A.;  23.JOSÉ CARLOS
FONTANA, a Brazilian citizen, married, zootechnist, holder of the ID RG No. 14/R.143.602
SSP/SC and enrolled in the TIN (CPF/MF) under No.  3


295.280.209-25,
resident and domiciled in the City of Toledo, State of Paraná, at Rua Serafina
Correia, No. 1019, owner of 2,855,788 ordinary shares issued by Sadia
S.A.;  24.MARCELO FONTANA,
a Brazilian citizen, married, systems analyst, holder of the ID RG No. 17.924.408
SSP/SP and enrolled in the TIN (CPF/MF) under No. 460.201.369-49, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Borba Gato,
331  ap. 123C, owner of 2,337,157 ordinary shares issued by Sadia S.A.;  25.MARIA APARECIDA
FONTANA MINCARONI, a Brazilian citizen, married, businesswoman, holder of the
ID RG No. 14/R.841.762 SSP/SC and enrolled in the TIN (CPF/MF) under No. 503.872.199-00,
resident and domiciled in the City of Concórdia, State of Santa Catarina, at
Rua Romano Ancelmo Fontana, No. 617, holder of 2,414,346 ordinary shares
issued by Sadia S.A.;  26.VERA LÚCIA
FONTANA, a Brazilian citizen, judicially separated, businesswoman, holder of
the ID RG No. 35.711.000-6 SSP/SP and enrolled in the TIN (CPF/MF) under No. 296.337.688-02,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Massacá, 325  ap. 52, holder of 4,399,027 ordinary shares issued by Sadia
S.A.;  27.FLÁVIO FONTANA
MINCARONI, a Brazilian citizen, single, of age, business administrator, holder
of the ID RG No. 1.140.838 SSP/SC and enrolled in the TIN (CPF/MF) under No. 503.832.219-00,
resident and domiciled in the City of Concórdia, State of Santa Catarina, at
Rua Romano Ancelmo Fontana, No. 617, owner of 1,000 ordinary shares issued
by Sadia S.A.;  28.DANIEL FONTANA SCHMIDT,a Brazilian citizen, single,
business administrator, holder of the ID RG No. 27.846.721-0 SSP/SP and
enrolled in the TIN (CPF/MF) under No. 289.682.088-40, resident and
domiciled in the City of São Paulo, State of São Paulo, at Rua Morás, No. 558,
apartamento 72, owner of 100 ordinary shares issued by Sadia S.A.;  29.ANDRÉ BELEZA FONTANA, a Brazilian citizen, single, lawyer, holder
of the ID RG No. 7.322.522-1 SSP/PR and enrolled in the TIN (CPF/MF) under
No. 028.794.389-50, resident and domiciled in the City of Porto Alegre,
State of Rio Grande do Sul, at Rua Anita Garibaldi, No. 1226, apartamento
1204, owner of 100 ordinary shares issued by Sadia S.A.;  30.PATRÍCIA BELEZA FONTANA, a Brazilian citizen, single, designer,
holder of the ID RG No. 7.322.525-5 SSP/PR and enrolled in the TIN
(CPF/MF) under No. 035.652.529-52, resident and domiciled in the City of
Gramado, State of Rio Grande do Sul, at
Rua Augusto Zatti, No. 355, apartamento 103, holder of 100 ordinary
shares issued by Sadia S.A.;  31.OLIVER FONTANA,
a Brazilian citizen, married, lawyer, holder of the ID RG No. 19.426.740-4
SSP/SP and enrolled in the TIN (CPF/MF) under No. 175.185.188-  4


56,
resident and domiciled in the City of São Paulo, State of São Paulo, at Avenida
Angélica, No. 2118 - 7o andar, owner of 308 ordinary shares issued by
Sadia S.A.;  32.ALEXANDRE
FONTANA SCHMIDT, a Brazilian citizen, married, engineer, holder of the ID RG No. 27.846.722-2
e do CPF/MF under No. 215.785.148-86, resident and domiciled in the City
of São Paulo, State of São Paulo, at Rua Iara, No. 123, apartamento 161,
owner of 100 ordinary shares issued by Sadia S.A.;  33.PEDRO ALBERTO
FONTANA, a Brazilian citizen, married, businessman, holder of the ID RG No. 01.942.829-1
IFP/RJ and enrolled in the TIN (CPF/MF) under No. 026.775.047-15, resident
and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua
Guapeni, No. 53, apartamento 301, owner of 1,835,950 ordinary shares
issued by Sadia S.A.;  34.ODEON ANTÔNIO
FONTANA, a Brazilian citizen, married, accounting technician, holder of the ID
RG No. 712.743 SSP/DF and enrolled in the TIN (CPF/MF) under No. 001.564.501-00,
resident and domiciled in the City of Ribeirão Preto, State of São Paulo, at
Rua José da Silva, No. 887, owner of 1,009,285 ordinary shares issued by
Sadia S.A.;  35.SANDRA MARIA
FONTANA, a Brazilian citizen, married, business owner, holder of the ID RG No. 236.404
SSP/DF and enrolled in the TIN (CPF/MF) under No. 183.268.498-98, resident
and domiciled in the City of Ribeirão Preto, State of São Paulo, at Rua José da
Silva, No. 887, holder of 443,860 ordinary shares issued by Sadia S.A.;  36.RENATA FONTANA
PUSSET, a Brazilian citizen, married, businesswoman, holder of the ID RG No. 4.222.002
SSP/SP and enrolled in the TIN (CPF/MF) under No. 033.297.438-32, resident and
domiciled in the City of São Paulo, State of São Paulo, at Rua Cardoso de Mello
Júnior, No. 96, holder of 1,065,699 ordinary shares issued by Sadia S.A.;  37.MARINA FONTANA,
a Brazilian citizen, judicially separated, decorator, holder of the ID RG No. 4.222.001
SSP/SP and enrolled in the TIN (CPF/MF) under No. 178.280.868-06, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Cardoso de
Mello Júnior, No. 140, holder of 622,053 ordinary shares issued by Sadia
S.A.;  38.ROBERTO PUSSET,
a Brazilian citizen, single, student, holder of the ID RG No. 30.802.000-5
SSP/SP and enrolled in the TIN (CPF/MF) under No. 328.019.368-04, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Cardoso de
Mello Júnior, No. 96, owner of 10,000 ordinary shares issued by Sadia S.A.;  39.SOELY MACHADO FONTANA, a Brazilian citizen, widow, homemaker,
holder of the ID RG No. 587.757 SSP/DF and enrolled in the TIN (CPF/MF) under
No.  5


111.408.799-87,
resident and domiciled in the City of Londrina, State of Paraná, at Rua Piauí, No. 235,
ed. 204, holder of 288,815 ordinary shares issued by Sadia S.A.;  40.ROBERTO HOPPNER FONTANA, a Brazilian citizen, married, business
administrator, holder of the ID RG No. 04.822.824-1 DETRAN/RJ and enrolled
in the TIN (CPF/MF) under No. 755.293.357-72, resident and domiciled in
the City of São Paulo, State of São Paulo, at Rua Dr. Miranda de Azevedo, No. 752,
apartamento 122, owner of 31,338 ordinary shares issued by Sadia S.A.;  41.JULIANA FONTANA
PUSSET, a Brazilian citizen, single, chef, holder of the ID RG No. 30.803.000-X
and enrolled in the TIN (CPF/MF) under No. 288.400.158-17, resident and
domiciled in the City of São Paulo, State of São Paulo, at Rua Cardoso de Melo
Júnior, No. 96, holder of 1,000 ordinary shares issued by Sadia S.A.;  42.NELSON FELIPE
KHEIRALLAH FILHO, a Brazilian citizen, married, lawyer, holder of the ID RG No. 33.055.701-4
and enrolled in the TIN (CPF/MF) under No. 220.715.458-00, resident and
domiciled in the City of São Paulo, State of São Paulo, na Alameda Tietê, No. 312,
apartamento 113, owner of 1,000 ordinary shares issued by Sadia S.A.;  43.CRISTIANO
FONTANA KHEIRALLAH, a Brazilian citizen, single, architect, holder of the ID RG
No. 33.058.702-6 and enrolled in the TIN (CPF/MF) under No. 219.724.428-05,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Maestro Chiafarelli, No. 116, owner of 1,000 ordinary shares issued by
Sadia S.A.;  44.OLD PARTICIPAÇÕES LTDA., a limited liability company organized as an
entrepreneurial company, with its head office in the City of São Paulo, State
of São Paulo, at Rua Dr. Veiga Filho, No. 350, conjunto 1301,
enrolled in the TIN (CPF/MF) under No. 60.606.845/0001-57, represented
herein in accordance with its Articles of Association, holder of 26,751,658
ordinary shares issued by Sadia S.A.;  45.LUCY FONTANA FURLAN, a Brazilian citizen, married,
businesswoman, holder of the ID RG No. 2.930.531 SSP/SP and enrolled in
the TIN (CPF/MF) under No. 019.514.408-20, resident and domiciled in the
City of São Paulo, State of São Paulo, at Rua Maranhão, No. 690, 17o
andar, holder of 2.178.832 ordinary shares issued by Sadia S.A.;  46.OSÓRIO HENRIQUE FURLAN JÚNIOR, a Brazilian citizen,
married, lawyer, holder of the ID RG No. 2.985.144 SSP/SP and enrolled in
the TIN (CPF/MF) under No. 019.490.478-49, resident and domiciled in the
City of São Paulo, State of São Paulo, at Rua Aracaju, No. 201, 22o andar,
owner of 11,956,152 ordinary shares issued by Sadia S.A.;  47.LUIZ FERNANDO FURLAN, a Brazilian citizen, married, chemical
engineer, holder of the ID RG No. 2.985.393 SSP/SP and enrolled in the TIN
(CPF/MF)  6


under
No. 019.489.978-00, resident and domiciled in the City of Barueri, State
of São Paulo, at Alameda Escócia, No. 275, owner of 10,652,800 ordinary
shares issued by Sadia S.A.;  48.DIVA HELENA FURLAN, a Brazilian citizen, married, lawyer, holder of
the ID RG No. 2.985.455-6 SSP/SP and enrolled in the TIN (CPF/MF) under No. 023.323.648-11,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Piauí, No. 900, 9o andar, holder of 647,346 ordinary shares issued by
Sadia S.A.;  49.LUCILA MARIA FURLAN, a Brazilian citizen, divorced, business
administrator, holder of the ID RG No. 2.987.386-1 SSP/SP and enrolled in
the TIN (CPF/MF) under No. 680.567.538-34, resident and domiciled in the
City of São Paulo, State of São Paulo, at Rua Piauí, No. 1234, 9o andar,
holder of 866,817 ordinary shares issued by Sadia S.A.;  50.LEILA MARIA FURLAN DA SILVA TELLES, a Brazilian citizen,
married, business administrator, holder of the ID RG No. 2.987.376-9
SSP/SP and enrolled in the TIN (CPF/MF) under No. 051.026.578-28, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Bahia, No. 254,
5o andar, holder of 1,042,434 ordinary shares issued by Sadia S.A.;  51.ANA MARIA GONÇALVES FURLAN, a Brazilian citizen,
married, plastic artist, holder of the ID RG No. 5.130.009 SSP/SP and
enrolled in the TIN (CPF/MF) under No. 160.846.148-33, resident and
domiciled in the City of Barueri, State of São Paulo, at Alameda Escócia, No. 275,
holder of 171,925 ordinary shares issued by Sadia S.A.;  52.MARCELA PASSOS FURLAN, a Brazilian citizen, divorced, businesswoman,
holder of the ID RG No. 17.470.111-1 SSP/SP and enrolled in the TIN
(CPF/MF) under No. 271.742.878-08, resident and domiciled in the City of
São Paulo, State of São Paulo, at Rua Piauí, No. 461, 6o andar, holder of
26,300 ordinary shares issued by Sadia S.A.;  53.GABRIELLA FURLAN VILLARES, a Brazilian citizen,
married, business administrator, holder of the ID RG No. 14.845.049-1
SSP/SP and enrolled in the TIN (CPF/MF) under No. 213.016.908-21, resident
and domiciled in the City of Barueri, State of São Paulo, at Alameda França, No. 117,
holder of 142,597 ordinary shares issued by Sadia S.A.;  54.LUIZ GOTARDO FURLAN, a Brazilian citizen, single, business
administrator, holder of the ID RG No. 34.441.551-X SSP/SP and enrolled in
the TIN (CPF/MF) under No. 329.669.418-80, resident and domiciled in the
City of Barueri, State of São Paulo, at Alameda Escócia, No. 275, owner of
214,851 ordinary shares issued by Sadia S.A.;  7


55.ANDRÉ MONEGAGLIA, a Brazilian citizen, single, engineer, holder of
the ID RG No. 19.233.674-5 SSP/SP and enrolled in the TIN (CPF/MF) under No. 151.572.678-94,
resident and domiciled in the City of São Paulo, State of São Paulo, at Praça
Vilaboim, No. 52, apartamento 61, owner of 18,478 ordinary shares issued
by Sadia S.A.;  56.CAROLINA FURLAN UCHÔA CAVALCANTI, a Brazilian citizen,
married, advertising professional, holder of the ID RG No. 32.422.888-0
SSP/SP and enrolled in the TIN (CPF/MF) under No. 222.583.578-02, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Bahia, No. 350,
7o andar, holder of 3,740 ordinary shares issued by Sadia S.A.;  57.MARIA FURLAN DA SILVA TELLES, a Brazilian citizen,
single, public relations, holder of the ID RG No. 33.162.993-8 SSP/SP and
enrolled in the TIN (CPF/MF) under No. 309.318.778-81, resident and
domiciled in the City of São Paulo, State of São Paulo, at Rua Pamplona, No. 1585,
apartamento 63, holder of 15,000 ordinary shares issued by Sadia S.A.;  58.JOÃO FURLAN DA SILVA TELLES, a Brazilian citizen,
single, advertising professional, holder of the ID RG No. 33.162.992-6
SSP/SP and enrolled in the TIN (CPF/MF) under No. 331.172.648-09, resident
and domiciled in the City of São Paulo, State of São Paulo, at Rua Bahia, No. 254,
5o andar, owner of 15,000 ordinary shares issued by Sadia S.A.;  59.MANOELA
MONEGAGLIA, a Brazilian citizen, married, business administrator, holder of the
ID RG No. 23.087.571-3 and enrolled in the TIN (CPF/MF) under No. 270.340.018-71,
resident and domiciled in the City of São Paulo, State of São Paulo, at Alameda
Casa Branca, No. 1177  6C, holder of 2,432 ordinary shares issued by
Sadia S.A.; and  60.FELIPE
MONEGAGLIA, a Brazilian citizen, single, advertising professional, holder of
the ID RG No. 25.555.055-8 and enrolled in the TIN (CPF/MF) under No. 266.129.168-77,
resident and domiciled in the City of São Paulo, State of São Paulo, at Rua
Piauí, No. 900, 9o andar, owner of 239 ordinary shares issued by Sadia
S.A.;  all of the above parties being hereinafter
referred to merely as Agreeing Shareholders or, when referred to individually
merely as Agreeing Shareholder.  and
further, in the capacity of consenting intervening parties or as party to this
Agreement, as the case may be.  61.SADIA S.A., a
publicly-held company with its head office in the City of Concórdia, State of
Santa Catarina, at Rua Senador Attilio Fontana, No. 86, enrolled in the
National Register of Corporate Taxpayers/Ministry of Finance - CNPJ/MF under No. 20.730.099/0001-94,
represented herein in accordance with its By-Laws, hereinafter referred to
merely as Sadia or the Company).  8


62.CONCÓRDIA
HOLDING FINANCEIRA S.A., a joint stock corporation with its head office in the
City of São Paulo, State of São Paulo, at Avenida Rebouças, no 3970, 10o andar,
Cj.-A, enrolled in the Ministry of Finance National Register of Corporate
Taxpayers (CNPJ/MF) under No. 08.944.820/0001-43, represented herein in
accordance with its Bylaws, hereinafter referred to merely as Concórdia
Holding Financeira and jointly with the Company as the Consenting Parties;  63.CONCÓRDIA BANCO
S.A., a private banking financial institution, with its head office in the City
and State of São Paulo, at Av. Rebouças, 3970  10o andar, enrolled in the
Ministry of Finance National Register of Corporate Taxpayers (CNPJ/MF) under No. 10.264.663/0001-77,
represented herein in accordance with its Bylaws, hereinafter referred to
merely as Concórdia Banco and jointly with the Company as the Consenting
Parties;  64.CONCÓRDIA S/A CORRETORA DE VALORES MOBILIÁRIOS, CÂMBIO E COMMODITIES, with its head
office in the Capital of the State of São Paulo, at Rua Líbero Badaró, no 425,
23o andar, enrolled in the Ministry of Finance National Register of Corporate
Taxpayers (CNPJ/MF) under No. 52.904.364/0001-08, represented herein in
accordance with its Bylaws, hereinafter referred to merely as Concórdia
Corretora and jointly with the Company as the Consenting Parties;  WHEREAS:  (i)some
shareholders have withdrawn from the controlling group of this Company upon
accepting the release of the total number of their shares issued by the
Company, in accordance with the provisions of Paragraph 6.6 (g) of this
Agreement;  (ii)the
shareholders Ruth Escorel Fontana, Augusto Escorel Fontana, Sofia Escorel
Fontana, Diogo Leal Fontana, Felipe Boturão DAvila, Daniel Boturão DAvila,
André Fontana Carvalho, Daniel Fontana Schmidt, André Beleza Fontana, Patrícia
Beleza Fontana, Oliver Fontana, Alexandre Fontana Schmidt, Soely Machado
Fontana, Roberto Hoppner Fontana, Juliana Fontana Pusset, Nelson Felipe
Kheirallah Filho, Cristiano Fontana Keirallah, Old Participações Ltda., Lucy
Fontana Furlan, Osório Henrique Furlan Júnior, Luiz Fernando Furlan, Diva
Helena Furlan, Lucila Maria Furlan, Leila Maria Furlan da Silva Telles, Ana
Maria Gonçalves Furlan, Marcela Passos Furlan, Gabriella Furlan Villares, Luiz
Gotardo Furlan, André Monegaglia, Carolina Furlan Uchoa Cavalcanti, Maria
Furlan da Silva Telles, João Furlan da Silva Telles, Manoela Monegaglia and
Felipe Monegaglia, all of them identified above, have the intention of adhering
to this Agreement and this is agreed by the current Agreeing Shareholders.  (iii)the Brazilian
Central Bank authorized the incorporation and operation of the Concórdia Banco
S.A., as a wholly-owned subsidiary of Concórdia Holding Financeira. The latter
is controlled by this Company and this requires an amendment to the Agreement
in order to comply with certain provisions of legislation applicable to
financial institutions headquartered in Brazil;  9


In
view of the above considerations, the Agreeing Shareholders RESOLVE, by means
of this instrument, to formalize the admission of the shareholders named under
the above (ii) whereas to the Shareholders Agreement of this Company
(hereinafter referred to merely as the Agreement) and also to amend and make
additions to the Agreement, in accordance with the terms and conditions
consolidated below, and therefore the Agreement will be effective with the
clauses and conditions below and any and all provisions to the contrary are
expressly revoked, namely:  SADIA
S.A.  SHAREHOLDERS
AGREEMENT  CHAPTER
I  SHARES BOUND TO THIS AGREEMENT  1.1.This Agreement
is binding upon all ordinary shares of the Company currently held by the
Agreeing Shareholders, as well as upon all of the shares that they may come to
hold in the future, either by inter vivos or mortis causa acquisition, for
compensation or gratuitously, by subscription in capital increases using cash,
assets, rights or credits or by bonus and splitting or in any other form. The
bound shares are hereinafter referred to as the Affected Shares.  1.1.1.Every quarter, the
Coordinator of this Agreement shall obtain from the Company an updated list of
the title holders of the Affected Shares, at the Agreeing Shareholders cost.  1.2.For the purpose
of maintaining the same current shareholding percentage interest in the Affected
Shares among the Agreeing Shareholders and/or Groups of Agreeing Shareholders
(as defined below), the Agreeing Shareholders assume the commitment of making
their best efforts to match all capital increase subscriptions made by the
Company, in relation to the ordinary shares.  CHAPTER
II  ADHERENCE TO THIS AGREEMENT  2.1.Adherence to
this Agreement is obligatory and automatic for:  a)necessary heirs
(art. 1.845 of the Civil Code), regardless of the way of acquisition of the
Affected Shares by the heirs; and  b)the venture
capital company of which the Agreeing Shareholder is the controlling
shareholder (in accordance with definition in art. 116 of Law No. 6404,
dated December 15, 1976) and to which the Affected Shares have been
transferred in total or partially.  2.2.All and any
other adherences, including those relating to the Affected Shares derived from
the marital dissolution of any Agreeing Shareholder (except in the case  10


of
death of one of the spouses, in which case this would fall under item (a) of
the above Paragraph 2.1), will be conditional upon prior and express
authorization of the Agreeing Shareholders, in accordance with the provisions
hereunder.  2.3.Adherence by
necessary heirs does not automatically affect the ordinary shares issued by the
Company and held by them and which, at the time, are not Affected Shares,
unless those heirs express clearly their will that such shares become Affected
Shares.  CHAPTER
III  GROUPS OF AGREEING SHAREHOLDERS  3.1.For all
purposes hereunder, the Agreeing Shareholders are grouped as shown on the
Attachment hereof, hereinafter referred to as Agreeing Shareholders Groups or
Groups. Such Attachment is an integral part of this Agreement.  3.2.Any Agreeing
Shareholder, upon prior and written notice to the Agreement Coordinator, who
shall forward a copy to the other Agreeing Shareholders, may, at any time, move
from one Agreeing Shareholders Group to the other or even form a new Agreeing
Shareholders Group with other Agreeing Shareholders. Throughout the term of
this Agreement, the move to an Agreeing Shareholders Group or the creation of a
new group will not imply the loss, by the Agreeing Shareholders Group from
which the Agreeing Shareholder withdrew, or by the Agreeing Shareholder who
waived its initial preemptive right, i.e., the right contemplated in Paragraph
8.3 of this Agreement. If and when this Agreement is automatically renewed, as
contemplated in Paragraph 12.1, all and any Agreeing Shareholders Group will be
entitled to restructuring within the first sixty (60) days from the beginning
of any period of validity of this Agreement without keeping the initial
preemptive right of the Agreeing Shareholders Group from which one or more
Agreeing Shareholder(s) left or by the Agreeing Shareholders who withdrew.  3.3.The Agreeing
Shareholders Groups are represented by one of its members, hereinafter referred
to as Representative, for all purposes hereunder, and in its absence, by a
deputy. The appointment of a Representative and of its deputy must be informed
in writing to the Agreement Coordinator by the respective Group of Agreeing
Shareholders, within fifteen (15) days counted as from the appointment. If no
appointment is made, the Agreement Coordinator shall accept as Representative
whoever submits evidence of the required representation, provided that this is
satisfactory to the Agreement Coordinator, and in this case the Group of
Agreeing Shareholders shall be obliged to accept, on an irrevocable and
unconditional basis, the nomination made by the Agreement Coordinator.  3.4.Each Group of
Agreeing Shareholders shall make its best efforts to ensure that its
Representative and deputy are not the administrators of the Company or of its
affiliates.  11


CHAPTER IV  AGREEMENT COORDINATOR  4.1.The duties of
the Agreement Coordinator or, in its absence or incapacitation, of its deputy
are:  a)represent all Groups of Agreeing Shareholders at the Companys General
Meeting of Shareholders, to which it may be accompanied by one or more
Representatives or even advisors;  b)call and
preside at the Agreement Meetings;  c)act as liaison among the Groups of Agreeing Shareholders Groups in
relation to the matters contemplated in this Agreement and observing all the rules and
procedures established in this Agreement;  d)act as liaison among the Agreeing Shareholders and the Company, always
through the Chairman of the Board of Directors to give or receive information;  e)coordinate the exercise of the preemptive right as established in
Chapter VIII of this Agreement; and  f)comply with and enforce compliance with the annual budget of this
Agreement, approved at the Agreement Meeting, and take on responsibility for
it.  4.2.At the
Agreement Meeting especially called for this purpose, the Representatives shall
elect, among themselves, the Agreement Coordinator and its deputy, who may be
compensated, if so resolved at this meeting or at a later meeting.  4.3.The Agreement
Coordinator and its deputy cannot be administrators of the Company or of its
affiliates.  4.4.The Agreement
Meeting may remove the Agreement Coordinator and/or its deputy at any time and
without cause.  4.5.The term of
office of the Agreement Coordinator and of its deputy will be two (2) years;
reelection is not permitted.  CHAPTER V  BASIC PRINCIPLES  5.1.The Agreeing
Shareholders commit to ensure that the Company and the relationship among the
Agreeing Shareholders, as the case may be, be governed in accordance with the
following basic principles:  a)the Company will be managed for the main purpose of generating profits,
keeping in view its best interest, which will always prevail over specific
interest of the Shareholders, in case of conflict;  12


b)the Board of Directors of the Company shall set up, every year,
performance goals to create value and to increase the Companys worth at the
Stock Exchanges, ensuring that the best corporate governance principles be
observed by Management;  c)the Companys management must always pursue high efficiency,
productivity, competitiveness and profitability levels and shall act on an
autonomous basis;  d)the Companys management must always maintain effective control
instruments and modern management models;  e)the strategic decisions made by the Company must take into account the
interest of the Agreeing Shareholders in preserving the purpose of the Company
and in maximizing the return on their investments and, further, in following a
realistic and consistent dividend policy.  f)the capital structure of the Company must observe the parameters to be
established by the Board of Directors, so as to reflect a sound financial
condition, always taking into account the need to prioritize the allocation of
its own resources for investment programs;  g)the Executive Board will be formed, to the extent possible, solely by
professional executives;  h)the Companys management shall make all efforts to maintain the Company
as a publicly-open company and to maintain an adequate number of outstanding
shares, to always ensure the liquidity of its own issued securities;  i)the relationship of the Agreeing Shareholders among themselves and with
the Company will be governed by a code of conduct approved by the Agreement
Meeting; and  j)the obligations established in Chapter XV will persist throughout the
time during which the Agreeing Shareholders are indirect controlling
shareholders of financial institutions and, in case of conflict, will prevail
over the remaining terms and conditions of this Agreement.  5.2.The Groups of
Agreeing Shareholders are obliged to commit their votes at the General Meetings
of Shareholders, as well as the votes of their Representatives at the Board of
Directors, to ensure observance of the basic principles established in the
above Paragraph 5.1.  13


CHAPTER VI  AGREEMENT MEETING  6.1.The Agreement
Meetings will be held as follows:  a)Quarterly meetings attended by all interested Agreeing Shareholders, to
keep them abreast of the Companys activities and results, referred to as Informational
Meetings;  b)Prior meetings attended by the Representatives, to be held before each
General Meeting of Shareholders, and of which Meeting of the Board of
Directors, for the purpose of making an advance decision about all matters
submitted to the appreciation of the General Meeting or of the Board of
Directors, as the case may be, and set forth the prevailing guidance and the
express direction in which the Agreement Coordinator or the members of the
Board of Directors, as the case may be, will vote at the General Meeting or at
the Meeting of the Board of Directors, hereinafter referred to as Advance
Meetings;  c)Meetings attended by the Representatives to discuss all and any other
matter relating to this Agreement, hereinafter referred to as Special Meetings.  6.2.The
Informational Meetings will be held in accordance with a calendar prepared in
the beginning of the calendar year by the Agreement Coordinator and may be
attended by one or more Company administrators, as requested by the Agreement
Coordinator to the Chairman of the Board of Directors.  6.3.The Advance
Meetings and the Special Meetings will be called by the Agreement Coordinator,
on its own initiative or at the request of any of the Representatives, by fax
or any other written communication means, upon acknowledgment of receipt, five (5) consecutive
days in advance.  A call will be sent to
the Representatives of the Groups of Agreeing Shareholders and their deputies
and it will include the place, date and time of the meeting and describe
briefly and clearly all matters to be discussed. If the Agreement Coordinator
fails to call an Agreement Meeting within seven (7) consecutive days of
the date on which a request to do it is received from any Representative, this
Representative is authorized to call the Agreement Meeting.  6.4.The Advance
Meetings and the Special Meetings will be convened, at first call, with the
attendance of Representatives totaling a minimum of sixty-six percent (66%) of
the Affected Shares, and, at a second call, within one hour (1 h) after the
scheduled time, with the attendance of Representatives totaling at least more
than fifty percent (50%) of the Affected Shares.  6.4.1.The
Representatives may be represented by their respective deputies, or by specific
proxies granted to another Representative or deputy or even by written and
specific vote, and then they will be considered present both for quorum and
deliberative purposes.  14


6.4.2.In addition to
the Representative, a person related to each Group of Agreeing Shareholders may
attend the Advance Meetings and the Special Meetings, as observer, with no
right to vote or to express any opinion.  6.4.3.Whenever
attending the Advance Meetings, a Representative may be accompanied by an
advisor with no right to vote or to voice any opinion. The advisor may stay in
the meeting room during the period in which the agenda requires such
presence.  If any doubt arises, the
Agreement Coordinator shall make a decision about it.  6.5.Each Affected
Action will correspond to one vote in the resolutions at the Advance Meetings
and at the Special Meetings.  6.6.Resolutions
will be made at the Advance Meetings and at the Special Meetings by title
holders of more than fifty percent (50%) of the Affected Shares, except for the
matters listed below, which require at least sixty-six percent (66%) of the
Affected Shares:  a)election or removal of the Agreement Coordinator or of its deputy;  b)whether or not to fix a compensation for the Agreement Coordinator and
for its deputy;  c)engagement of advisory consultants and fixing their respective fees;  d)whether or not to approve any kind of partnership, alliance, merger or
amalgamation of the Company with other company or companies, even if
competitors of the Company, of the terms and conditions of the respective
agreement, of the amendments to this Agreement that such partnership, alliance,
merger or amalgamation could require, as well as entering into any other
Shareholders Agreement between the Agreeing Shareholders and third parties;  e)admission of new Agreeing Shareholders, and the establishment of
specific requisites for such admission, while observing the provisions in
Chapter II of this Agreement;  f)modification in the procedure relating to preemptive right established
in Chapter VIII of this Agreement, in the case contemplated in Paragraph 8.13
below;  g)request for
removal of any Agreeing Shareholder from this Agreement;  h)request for releasing some of the Affected Shares owned by one or more
than one Agreeing Shareholders, and  15


i)authorization for voluntary encumbrance of the Affected Shares.  6.7.The resolutions
made at the Advance Meetings and at the Special Meetings bind all the Groups of
Agreeing Shareholders and their votes including those whose Representatives
have not attended them or have abstained from voting.  6.8.Minutes of the
Advance Meetings and of the Special Meetings will be issued and then signed by
all Representatives considered as present or by as many Representatives as
deemed sufficient for making resolutions. The minutes will include a summary of
the approved resolutions and establish the prevailing guidance and express
direction whereby the Agreement Coordinator may vote in relation to the
totality of the Affected Shares at the Companys General Meeting of
Shareholders. The minutes will also set forth a vote guidance for the members
of the Board of Directors elected upon the nomination of the Agreeing
Shareholders in relation to all matters submitted to the Meetings of the Board
of Directors.  6.8.1.To ensure that
the decisions made by the Agreeing Shareholders at Advance Meetings and Special
Meetings will be observed and adopted, where applicable, by the Companys
affiliates, particularly by Concórdia Holding Financeira and its affiliates,
Concórdia Banco S.A. (Concórdia Banco) and Concórdia S.A. Corretora de
Valores Mobiliários, Câmbio e Commodities (Concórdia Corretora), the
Agreement Coordinator shall (i) provide written express direction on how
the Companys legal representatives will exercise their voting rights at the
General Meeting of Shareholders of Concórdia Holding Financeira in relation to
the total shares issued by Concórdia Holding Financeira and owned by the
Company and (ii) set forth a vote guidance for the Members of the Board of
Directors of Concórdia Holding Financeira elected upon a nomination by the
Company, in relation to all matters submitted to the Meetings of the Board of
Directors of Concórdia Holding Financeira, in conformity with the provisions in
Paragraph 2 of Art. 243 of Law No. 6404/76.  6.8.2.Likewise, the
Agreement Coordinator shall cause the Companys legal representatives to: (i) provide
written express direction on how the legal representatives of Concórdia Holding
Financeira will exercise their voting rights at the General Meeting of
Shareholders of Concórdia Banco and of Concórdia Corretora in relation to the
total shares issued by Concórdia Banco and by Concórdia Corretora and owned by
Concórdia Holding Financeira and (ii) set forth a vote guidance for the
Members of the Board of Directors of Concórdia Banco and of Concórdia Corretora
elected upon a nomination by Concórdia Holding Financeira, in relation to all
matters submitted to the Meetings of the Board of Directors of Concórdia Banco
and of Concórdia Corretora, in conformity with the provisions in Paragraph 2 of
Art. 243 of Law No. 6404/76.  6.9.The Advance
Meetings held prior to the Shareholders Meeting shall make a resolution about
the nominations to be made by the Agreement Coordinator to  16


represent the Agreeing
Shareholders in the Board of Directors, when applicable. Each Group of Agreeing
Shareholders will be represented in the Board of Directors proportionately to
the number of Affected Shares and taking into consideration the number of Board
of Directors members that the Agreeing Shareholders are entitled to elect.  6.9.1.In any case,
the Agreeing Shareholders are bound to exercise their respective voting rights
at the Companys General Meeting of Shareholders so as to elect the majority of
the members to the Board of Directors and, consequently, to the Companys
Executive Board.  6.9.2.The
Groups of Agreeing Shareholders may freely aggregate their Affected Shares
among them to ensure the nomination of individuals to be elected to the Board
of Directors.  6.9.3.The
Groups of Agreeing Shareholders shall make their best efforts to elect, reelect
or maintain, as their Representatives in the Board of Directors, individuals
with the following minimum characteristics:  a)be, at least, thirty (30) full years old;  b)have an unblemished reputation;  c)hold no executive, deliberative or advisory position in a competitive
company or in affiliates of a competitive company;  d)have experience and educational level compatible with the function;  e)be familiar with the principles of good corporate governance;  f)be familiar with the activities of the Company and its affiliates; and  g)be familiar with the principles established in Chapter V of this
Agreement;  6.10.The first
Agreement Meeting to be held in each fiscal year will approve a budget for this
Agreement, to be incurred by all Groups of Agreeing Shareholders,
proportionately to the holdings of each group in the total number of Affected
Shares.  CHAPTER
VII  EXERCISING THE VOTING RIGHT  7.1.Each one of the
Groups of Agreeing Shareholders shall vote at the Advance Meetings or Special
Meetings in a uniform manner and as a block, through its Representative or its
deputy, as set forth in the Agreement. Evidence of the corresponding resolution
may be demanded by the Agreement Coordinator. 
(remainder excluded)  17


In case of doubt, the vote
of the Group of Agreeing Shareholders that does not submit evidence of uniform
voting of this resolution will not be counted and this will not affect the
calculation of the quorum for convening any Agreement Meeting.  7.2.The Agreement
Coordinator shall hand to the Chairman of the General Meeting of Shareholders a
copy of the Resolution made at the Advance Meeting.  7.3.At the time of
the Shareholders Meetings, the Agreement Coordinator shall exercise its voting
right on behalf of the Groups of Agreeing Shareholders, always in one sole
direction and uniformly, in accordance with the resolution passed at the
Advance Meeting and duly recorded in the minutes.  7.3.1.An
Agreeing Shareholder is prohibited from voting individually at the Shareholders
Meetings, regardless of its Representative having attended or not the
respective Advance Meeting, or having voted to the contrary or even having
abstained from voting.  7.3.2.Any
vote infringing this Agreement will be null in relation to the Company and the
Chairman of the General Meeting of Shareholders cannot count it, as provided
for in the corporate legislation.  7.4.If a Shareholders
Meeting is held without an Advance Meeting having been held prior to it, the
Agreement Coordinator will vote to adjourn the session for the time required to
hold an Advance Meeting for deliberation. If this case occurs, the Agreement
Coordinator shall call an Advance Meeting to discuss the matters in the agenda
of the General Meeting of Shareholders in the manner established in this
Agreement within forty-eight hours (48h) counted as from the adjournment of the
General Meeting.  7.5.If a matter
which has not been submitted to the Advance Meeting arises at the Shareholders
Meeting, the Agreement Coordinator will vote for suspending any deliberation
about such matter. In this case, the Agreement Coordinator shall call an
Advance Meeting to discuss the specific matter in the manner established in
this Agreement within forty-eight hours (48h) counted as from the adjournment
of the General Meeting.  CHAPTER VIII  PREEMPTIVE RIGHT ON
THE DISPOSAL OF AFFECTED SHARES AND OTHER SECURITIES AND RIGHTS  8.1.If any Agreeing
Shareholder desires to dispose, in any way, in total or partially, of its
Affected Shares and/or its subscription rights and/or other securities,
convertible or interchangeable with ordinary shares, the procedure described in
this Chapter and the obligations established in Chapter XV must be observed.  18


8.2.Any Agreeing
Shareholder (Offering Agreeing Shareholder) willing to dispose of, in total
or partially, its Affected Shares and/or other securities convertible or
interchangeable with ordinary shares (Offered Securities) shall send an
unequivocal communication of Offer (Offer) to the Representative of its Group
of Agreeing Shareholders, with a copy to the Agreement Coordinator who, in
turn, will send such communication to the remaining Representatives of the
other Agreeing Shareholders Groups, for information and for the purposes
described below.  8.2.1.The Offer must set forth the
number and the price of the Offered Securities as well as the payments terms
and conditions. It is not necessary to include in the Offer any indication of
the intention to buy on the part of any third party or any other Agreeing
Shareholder.  8.3.Each one of the
Agreeing Shareholders that is a member of the Group of Agreeing Shareholders to
which the Offeror Agreeing Shareholder belongs shall have a period of
forty-five (45) consecutive days, counted as from the receipt of the Offer, to
express its answer in writing about the Offer, informing whether it is interested
in acquiring the Offered Securities and whether it intends to participate in
any possible remaining portion of such securities after all answers have been
received from the remaining Agreeing Shareholders.  8.3.1.Within
two (2) business days as of the date on which the period contemplated in
the above Paragraph 8.3 ends, the Representative of the Group of Agreeing
Shareholders to which the Offeror Agreeing Shareholder belongs will inform the
result of the exercise of the preemptive right by the Agreeing Shareholders of
this Group to the Agreement Coordinator and to the Representatives of the
remaining Groups of Agreeing Shareholders;  8.4.If the members
of the Group of Agreeing Shareholders Group to which the Offeror Agreeing
Shareholder belongs have no interest in acquiring all or a portion of the
Offered Securities, the members of the remaining Groups of Agreeing
Shareholders shall have preemptive right on the acquisition of the remaining
unsold Offered Securities, at the strict terms of the Offer, during a period of
fifteen (15) days counted as of the date of delivery of the notice referred to
in the above SubParagraph 8.3.1. In the notice sent to the Representative of
the Group of Agreeing Shareholders to which the Offeror Agreeing Shareholder
belongs, in reply to the Offer, the Agreeing Shareholders shall inform whether
they intend to participate in any remaining Offered Securities.  8.4.1.Each
Agreeing Shareholder will be entitled to exercise the preemptive right
contemplated in this Paragraph proportionately to the number of Affected Shares
it holds, without prejudice of the right to reserve the remainder in accordance
with the above provisions. Except in the case of unequivocal acceptance by the
Offeror Agreeing Shareholder, the preemptive right may be exercised solely over
the totality and not less than the totality of the Offered Securities, unless
the Offeror Agreeing Shareholder accepts that it be exercised over a portion of
the Offered Securities.  19


8.5.If any Agreeing
Shareholder fails to give an answer within the above established periods, this
will imply a waiver of its preemptive right. 
This preemptive right cannot be assigned to any Agreeing Shareholder of
other Group of Agreeing Shareholders or to third parties, except that any
Agreeing Shareholder may, always and in any case, assign and transfer its
preemptive right to any other Agreeing Shareholder of the same Group.  8.6.If the
preemptive right is not fully exercised and securities still remain available,
these will be distributed on a pro-rata basis and first to the Agreeing
Shareholders of the same Group of the Offeror Agreeing Shareholder who informed
their intention with respect to the remaining securities. Even so, if any
securities still remain, these will be distributed on a prorata basis to the
other Agreeing Shareholders that asked for such reservation.  8.7.If the Groups
of Agreeing Shareholders entitled to preemptive right have not exercised their
respective rights over the totality of the Offered Securities, the Offeror
Agreeing Shareholder may, within a period not to exceed sixty (60) consecutive
days as from the expiration of the period for the Groups of Agreeing
Shareholders to exercise their preemptive right, dispose of such Offered
Securities to third parties at a price not less than that, and upon terms no
more favorable than those, contemplated in the Offer and provided that the
acquiror, simultaneously with the disposal, commit to adhere and be bound to
the terms and conditions of this Agreement, succeeding the Offeror Agreeing
Shareholder in its rights and obligations, and it is herein agreed and
established that its admission as Agreeing Shareholder will occur solely upon
the approval of Agreeing Shareholders representing a minimum of sixty-six
percent (66%) of the Affected Shares.  8.7.1.To
permit any possible candidates to the acquisition of the Offered Securities to
examine the situation of the Company, the Agreement Coordinator shall make all
efforts to ensure that the Company will make available information and the time
of its key officers, who may be interviewed by such possible candidates.  8.8.The above
procedures will apply to disposals made by the Agreeing Shareholders, in any
way, of subscription rights and/or acquisition rights over securities
convertible or exchangeable into ordinary shares (Offered Rights) of the
Company, except that that an automatic proportional reduction of the periods is
provided to permit that the whole sequence of procedures occur within the
period fixed by law or by the Bylaws, or further, by a resolution made at the
General Meeting of Shareholders, for exercising such right by the Offeror
Agreeing Shareholder. The Agreement Coordinator shall inform the
Representatives of the Groups of Agreeing Shareholders the applicable periods
for each case.  8.9.The following
transfers of Affected Shares, subscription rights and/or other securities
convertible or exchangeable into ordinary shares of the Company are excluded
from the restrictions contemplated in this Section:  20


a)transfers made by any Agreeing Shareholder to its necessary heirs, by inter
vivos or mortis causa acts, or  b)transfers made by any Agreeing Shareholder to a holding company of which
the Agreeing Shareholder is the controlling shareholder (in accordance with
definition in art. 116 of Law No. 6404, of 1976), provided that the Bylaws
of such holding company includes the specific purpose of having an interest in
the Companys capital and provided that it adheres unconditionally to this
Agreement, or  c)transfer, by the Group of Agreeing Shareholders and by year, on a
non-cumulative basis, of a number up to three hundred thousand (300,000)
ordinary shares which are part of the Affected Shares.  8.10.The disposal of
the control of any holding company referred to in item (b) of the above
Paragraph 8.9 is subject to the restrictions contemplated in this Chapter. The
remaining Agreeing Shareholders are not obliged to acquire the shares or the
quotas of the holding company controlled by the Offeror Agreeing Shareholder,
and may opt for acquiring directly the securities or rights held by the
aforementioned holding company. Such option must be made in writing.  8.11.The procedure
established in this Chapter, including the exceptions, must be supervised by
the Agreement Coordinator, to whom a copy of all and any mail or communication
issued by any Agreeing Shareholder or Group of Agreeing Shareholders must be
sent. All and any doubt in relation to the procedure, including dates,
beginning and ending of the period, will be clarified by the Agreement
Coordinator, whose decision will be final and binding, no dispute being
permitted, except in the case of obvious misconduct or bad faith.  8.12.The transfers
and acquisitions of the Affected Shares, subscription rights and/or other
securities convertible or exchangeable into ordinary shares of the Company,
made without observing this Agreement, will be lawfully null in relation to the
Company and the remaining Agreeing Shareholders. The Company will be obliged to
suspend the exercise of any equity or political rights and will be prohibited
from making registrations and annotations in the proper books.  8.13.The Agreeing
Shareholders acknowledge herein that the procedure for exercising the
preemptive right established in this Chapter may be changed as a result of
partnership, alliance, merger or consolidation of the Company with other
company or companies, even competitors, in which case the procedure for
exercising the preemptive right established in this Chapter may be changed by a
resolution of the Special Meeting, made by Agreeing Shareholders representing a
minimum of sixty-six percent (66%) of the Affected Shares.  21


CHAPTER IX  PREEMPTIVE RIGHT OVER
THE ACQUISITION OF THIRD PARTY SHARES  9.1.The Agreeing
Shareholder who, in any way other than the acquisition by succession, acquires
from Non-Agreeing third parties ordinary shares of the Company and/or
subscription rights and/or other securities, convertible or exchangeable into
ordinary shares of the Company, shall, promptly after such acquisition, inform
the Agreement Coordinator and the Representatives of the Groups of Agreeing Shareholders
about the price and other conditions.  9.2.The remaining
Agreeing Shareholder shall be entitled to acquire such shares or rights
proportionately to the number of Affected Shares it holds, in accordance with
the procedures established in the above Chapter VIII, and observing the
following requisites:  a)the Group of Agreeing Shareholders Group of which the Acquiror Agreeing
Shareholder is a member will not have any preemptive right over the acquisition
of those shares, as contemplated in the above Paragraph 8.3;  b)failure to exercise the acquisition right by any Agreeing Shareholder
will not affect the right of the remaining Agreeing Shareholders and therefore
solely a portion of the shares may be acquired by the remaining Agreeing
Shareholders at the end of the process; and  c)the Agreeing Shareholder that originally acquired the shares or third
party rights will not be authorized to subsequently dispose of them to third
parties unless the procedure established in the above Chapter VIII is observed.  9.3.Ordinary shares
acquired as established in Paragraph 9.1 and in Paragraph 9.2 must be
compulsorily and immediately considered Affected Shares, for all and any purposes,
regardless of the exercise of the right contemplated in Paragraph 9.2.  CHAPTER X
 CO-SALE AND BLOCK SALES  10.1.Provided that
the obligations established in Chapter XV are observed, if one or more Agreeing
Shareholders resolve(s)  to dispose of its Affected Shares, in the whole
or partially, during the term of this Agreement,  and provided that the disposal does not
represent more than seventy percent (70%) of the Affected Shares, each one of
the remaining Agreeing Shareholders may, instead of exercising its preemptive
right as contemplated in the above Chapter VIII, require that the selling
operation include a portion of its Affected Shares, proportionately to its
holding in the total number of Affected Shares, without the third acquiror
being obliged to acquire more Affected Shares than those originally offered.
For this, an Agreeing Shareholder willing to exercise its co-sale right shall
notify the Offeror Agreeing Shareholder(s), with a copy to the Representatives
of the Groups of Agreeing Shareholders and to the Agreement Coordinator of its
intent up to the end of the period established for the exercise of the
preemptive right by the Groups of Agreeing Shareholders.  22


10.2.Provided that the
obligations established in Chapter XV are observed, if the Offer contemplates
the transfer of more than seventy percent (70%) of the Affected Shares, each
one of the remaining Agreeing Shareholders may, instead of exercising the preemptive
right as contemplated in the above Chapter VIII, require that the selling
operation includes the totality or a portion of its Affected Shares as part of
the Offered Securities. For this, an Agreeing Shareholder willing to exercise
its co-sale right shall notify the Offeror Agreeing Shareholder(s), with a copy
to the Representatives of the Groups of Agreeing Shareholders and to the
Agreement Coordinator of its intent up to the end of the period established for
the exercise of the preemptive right by the Groups of Agreeing Shareholders.  CHAPTER XI  VOLUNTARY OR
INVOLUNTARY ENCUMBRANCE OF THE AFFECTED SHARES  11.1.No Agreeing Shareholder may,
whatever the way, encumber voluntarily its Affected Shares and inherent
subscription rights, unless such encumbrance has been approved by Agreeing
Shareholders representing a minimum of sixty-six percent (66% ) of the Affected
Shares.  11.2.In case the Affected Shares
are, for any reason, subject to judicial attachment or seizure or lien, it will
be considered that the Agreeing Shareholder offered them unequivocally and
irretrievably for disposal in accordance with the above Chapter VIII, unless
the effects of such attachment, seizure or lien end within ninety (90)
consecutive days from the date of such encumbrance.  11.2.1.After the lapse of the above
period and, if the effects have not been eliminated, the Agreement Coordinator
shall notify all the Groups of Agreeing Shareholders to exercise their
preemptive rights by means of a judicial deposit, in cash, of the amount of the
debt that caused the attachment, seizure or lien. If more than one Group of
Agreeing Shareholders Group exercises its preemptive right, the acquisition
will be conducted on a pro-rata basis, and, in this case, the initial
preemptive right of the Group of Agreeing Shareholders to which the Agreeing
Shareholder whose Affected Shares were subject to attachment, seizure or lien
belong will not have the preemptive right contemplated in Paragraph 8.3 of this
Agreement.  11.2.2.In the case of the Affected
Shares being judicially disposed of, the acquiror will not be included in this
Agreement, except if it is already an Agreeing Shareholder or is admitted by
force of a resolution made at a Special Meeting.  CHAPTER XII  TERM  12.1.This Agreement will be
effective up to May 31, 2010, and it will be automatically renewed for
consecutive periods of five (5) years, provided that it is not terminated  23


in writing by any of the
Groups of Agreeing Shareholders, by a notice sent to the Representatives and to
the Agreement Coordinator within a maximum of twelve (12) months from the
expiration of the then current term.  12.2.Notwithstanding the
provisions in the above Paragraph 12.1, the term of this Agreement will be
automatically extended if any agreement or arrangement for a partnership,
alliance, merger or consolidation of the Company with other company or
companies is executed, even with competitors, and its duration is for a period
longer than twelve (12) months in relation to the term of the aforementioned
agreement or arrangement, provided that the Agreeing Shareholders remain,
jointly, as the controlling shareholders of this Company and, indirectly, of
Concórdia Holding, Concórdia Banco and Concórdia Corretora.  12.3.If, for any reason, this
Agreement is not renewed upon the expiration of the term contemplated in the
above Paragraph or upon the expiration of any of its possible extensions, or
further, in any other case of termination or rescission of this Agreement, the
Company shall submit to the Brazilian Central Bank, within one hundred and
twenty (120) days, counted as from the expiration of the term of this
Agreement, the new composition of the controlling group of this Company, for
the purposes and effects of the legislation applicable to financial
institutions while, for the same purposes and effects, this Agreement will be
automatically extended until the Brazilian Central Bank approves the new
controlling group of this Company.  12.4.During the time in which it
remains as the indirect controlling shareholder of Concórdia Banco and
Concordia Corretora, the Company will be obliged to inform the Brazilian
Central Bank, within twenty-four (24) hours of the event, about any termination
by an Agreeing Shareholder in relation to the Agreement or about the renewal or
non-renewal of its term.  CHAPTER XIII  BINDING CLAUSE  RESOLUTION OF
CONFLICTS  13.1.Omissions or any disputes
between the Groups of Agreeing Shareholders will be preferably resolved
amicably internally.  13.2.In the event of an impasse,
any Group of Agreeing Shareholders will be entitled to refer the issue to
arbitration in accordance with the rules of the Arbitration Center of the
Brazil-Canada Chamber of Commerce, the proceedings of which will be conducted
by that Chamber, except for situations involving nonperformance of obligations,
requiring judicial proceedings for specific execution, as contemplated in
Paragraph 16.2.  13.3.In case the procedural rules
of the Brazil-Canada Chamber of Commerce are silent about any procedural
respect, those rules will be supplemented by the provisions of Law No. 9307,
dated September 23, 1996.  24


13.4.It will be incumbent upon
the Arbitration Center to resolve all controversies relating to the dispute,
including those of an incidental, precautionary, coercive or interlocutory
nature, being the arbitrators barred from making a decision in equity.  13.5.The arbitration court will
be formed by three (3) arbitrators, being one appointed by the Group of
Agreeing Shareholders that referred the issue to arbitration, the other
appointed by the dissenting Group of Agreeing Shareholders and the third,
appointed by the arbitrators appointed by the parties, will be the President of
the Arbitration Court. If the arbitrators appointed by the parties fail to
reach a consensus about the third arbitrator, the latter will be designated by
the President of the Arbitration Center of the Brazil-Canada Chamber of Commerce,
within a maximum period of ten (10) days from the date of such impasse.  13.6.The arbitration will be held
in the City of São Paulo, State of São Paulo, where the award will be rendered.  13.7.The
arbitration procedure, as well as documents and information provided for
arbitration, will be conducted in strict confidence.  13.8.The arbitration award
rendered by the arbitration court will be considered final and cannot be
disputed, binding the parties involved and these parties waive expressly any appeal.
This award may be taken to any court with jurisdiction over its execution.  13.9.Notwithstanding
the above, each one of the parties reserves the right to appeal to the Judicial
Branch to (a) ensure the arbitration; (b) obtain provisional measures to
protect their rights prior to the arbitration, and any procedure in this
connection will not be considered as an act of waiving arbitration as the only
means selected by the parties to resolve the conflicts; (c) enforce any
decision of the arbitration court, including, but not limited to, the
arbitration award; and (d) eventually claim the annulment of the arbitration
award, as contemplated in the Law. In the case of appeal to the Judicial
Branch, the Courthouse of the County of the City of São Paulo, State of São
Paulo will be the sole entity competent to appreciate any judicial proceedings.  CHAPTER
XIV  SECRECY OF INFORMATION  14.1.All
and any information about the Company, its activities, plans and projects that
may be disclosed to any Agreeing Shareholder or Group of Agreeing Shareholders
must be considered confidential and the Agreeing Shareholder or Group of
Agreeing Shareholders is obliged to treat it in strictest confidence and not to
disclose it to any other person, except with prior and express authorization of
the Agreement Coordinator and provided that the other Person assumes, in
advance, the same secrecy obligations contemplated in this Chapter.  25


14.2.Such
information may be used solely by the Agreeing Shareholder or Group of Agreeing
Shareholders to evaluate the results of the Company and their consequences and
to exchange views with the other Agreeing Shareholders or Group of Agreeing
Shareholders.  14.3.The
Agreeing Shareholder or Group of Agreeing Shareholders is obliged to keep all
and any information received in writing or via electronic means in a safe place
and commits to destroy or return them to the Agreement Coordinator, if so
requested by the Agreement Coordinator.  14.4.The
Agreeing Shareholder or Group of Agreeing Shareholders shall also take all
applicable actions to prevent the mishandling or loss of any document or
diskette containing any information and shall inform the Agreement Coordinator
promptly of any event of this nature, not taking any action without the
approval of the Agreement Coordinator.  14.5.In
case the Agreeing Shareholder or Group of Agreeing Shareholders is obliged, by
a legal or judicial order, to disclose any information, the Agreeing
Shareholder or Group of Agreeing Shareholders shall notify in advance and
promptly the Agreement Coordinator, to permit that the Coordinator or that the
Agreement Meeting may take the proper safeguards, including judicial relief, to
guarantee the secrecy of the information. In any event, the Agreeing
Shareholder or the Group of Agreeing Shareholders commit herein to disclose
solely the information strictly necessary to comply with the legal or judicial
order.  14.6.The
secrecy obligation contemplated in this Chapter will not apply to information
that:  a)was or has been published or information which has otherwise become
available to the public, provided that this has not occurred due to the fault
or neglect of the Agreeing Shareholder or Group of Agreeing Shareholders or infringement
of any other secrecy obligation known to the Agreeing Shareholder or to the
Group of Agreeing Shareholders; or  b)was in the proven and legal possession of the Agreeing Shareholder or
Group of Agreeing Shareholders prior to its disclosure by the Company or during
any Agreement Meeting; or  c)has been disclosed to the Agreeing Shareholder or Group of Agreeing
Shareholders legally by any Person entitled to disclose it with no restriction.  14.7.The
Agreeing Shareholder or Group of Agreeing Shareholders shall abstain from
making public comments about any information, including announcements to the
media at large.  26


CHAPTER
XV  SPECIAL PROVISIONS  15.1.The Agreeing Shareholders,
individuals and legal entities, acknowledge, represent and certify that,
jointly, they are the controlling shareholders of this Company and, indirectly,
of Concórdia Holding Financeira, Concórdia Banco and of Concórdia Corretora, in
accordance with the provisions in Art. 116, combined with Art. 118 and
Paragraph 2 of Art.  243, all of them of
Law No. 6404/76, as amended, and under this condition, on an irrevocable and
irretrievable basis, they commits to exercise their respective voting rights,
on a uniform and permanent basis and as a block,  on all matters under the authority of the
General Meetings of Shareholders of this Company, elect the majority of its
administrators and to use their controlling power to provide direction to the
corporate activities and guidance about the operation of any of the Companys
bodies.  15.2.The Company, in turn,
acknowledges, represents and certifies that it is the direct controlling
shareholder of Concórdia Holding Financeira, in accordance with the provisions
of Art. 116, combined with Art. 118 and Paragraph 2 of Art. 243, all of them of
Law No. 6404/76, as amended, and under this condition, on an irrevocable and
irretrievable basis, it commits to exercise its voting rights, on a uniform and
permanent basis and as a block, on all matters under the authority of the
General Meetings of Shareholders of this Company, elect the majority of its
administrators and to use its controlling power to provide direction to the
corporate activities and guidance about the operation of any of the bodies of
Concórdia Holding Financeira.  15.3.Concórdia Holding
Financeira, in turn, acknowledges, represents and certifies that it is the
direct controlling shareholder of Concórdia Banco and of Concórdia Corretora,
in accordance with the provisions of Art. 116, combined with Art. 118 and
Paragraph 2 of Art. 243, all of them of Law No. 6404/76, as amended, and under
this condition, on an irrevocable and irretrievable basis, it commits to
exercise its voting rights, on a uniform and permanent basis and as a block, on
all matters under the authority of the General Meetings of Shareholders of
Concórdia Banco and of Concórdia Corretora, to elect the majority of its
administrators and to use its controlling power to provide direction to the
corporate activities and guidance about the operation of any of the bodies of
Concórdia Banco and of Concórdia Corretora.  15.4.For the purposes of and in
conformity with the provision in the special legislation which institutes and
governs the National Financial System, the Agreeing Shareholders, while in the
condition of indirect controlling shareholders of the financial institutions
Concórdia Banco and Concórdia Corretora controlled by the Company through
Concórdia Holding Financeira, will be jointly liable with the aforementioned
financial institutions and their administrators in the case and in the manner
prescribed by the law in general and, specifically, without prejudice to the
other applicable laws, to Law No. No.4595,
dated December 31, 1964, Law No. 6024, dated March 13, 1974, Decree-Law No. 2321,
dated February 25, 1987, and Law No. 9447, dated March 14, 1997.  15.4.1.For the purposes of and in conformity with the
provision in the special legislation which institutes and governs the National
Financial System, the  27


Agreeing Shareholders, while in the condition of indirect controlling
shareholders of the financial institutions Concórdia Banco and Concórdia
Corretora controlled by the Company through Concórdia Holding Financeira, will
be jointly liable with the aforementioned financial institutions and their
administrators in the case and in the manner prescribed by the law and,
specially, without prejudice to the other applicable laws, to Law No. No. 4595,
dated December 31, 1964, Law No. 6024, dated March 13, 1974, Decree-Law No. 2321,
dated February 25, 1987, and Law No. 9447, dated March 14, 1997.  15.4.2.The Company and Concórdia
Holding Financeira take part in this Agreement to certify that they are equally
and jointly liable with Concórdia Banco and Concórdia Corretora and their
administrators, as provided for in Paragraph 15.4., and also in the condition
of parties to this Agreement, for complying with all obligations assumed in
this Agreement.  15.5.During the effective period
of this Agreement and for the time in which they are indirect controlling
shareholders of the financial institutions, the Agreeing Shareholders are
obliged to hold the control of this Company, not disposing of it on behalf of
any person, not even to other Agreeing Shareholder(s), unless duly and
regularly authorized by the Brazilian Central Bank.  15.6.It is herein established by
the Agreeing Shareholders that any transfer of control or change in the
shareholding control group of the Company, as well as all and any legal
business, acts or operations contemplated in this Agreement, whose
implementation or validity, as the case may be, is dependent upon prior and
express authorization of the Brazilian Central Bank, in accordance with the
terms of the applicable legislation, will be considered implemented, in any
case, under the condition precedent that it will be legally valid solely when
approved by the monetary authority.  CHAPTER XV - MISCELLANEOUS  16.1.This agreement binds the
Agreeing Shareholders, their heirs and successors.  16.2.Failure on the part of the
Agreeing Shareholders, their heirs and successors to comply with any of the
obligations established in this Agreement will imply the enforcement of the
obligation to do and to provide statements of intent as contemplated in
articles 639 to 641 of the Brazilian Civil Procedural Code.  16.2.1.In addition to the specific
execution stated in the heading of this Paragraph, the Agreeing Shareholder
that defaults on its obligations established in this Agreement will be subject,
on a cumulative basis, to the payment of losses and damages to the remaining
Agreeing Shareholders and any of the Groups may claim it severally.  28


16.3.For the purposes of art. 118
of Law No. 6404, of 1976, one copy of this Agreement will, mandatorily, after
being reviewed by the Brazilian Central Bank, be filed at the main address of
the Company, of Concórdia Holding Financeira and of its affiliates, Concórdia
Banco and Concórdia Corretora, and these will, where applicable, observe
strictly all of its terms.  16.3.1.The obligations arising from
this Agreement will be annotated in the proper books of the Company or of the
depositary financial institution responsible for the registration of the
Affected Shares, as well as of Concordia Holding Financeira and its controlled
financial institutions Concórdia Banco and Concórdia Corretora, and such
annotations will impede any legal acts and businesses in disagreement with the covenants
in this Agreement, and the Company is herein authorized to refuse, in this
case, the registration of such acts and businesses, and consequently refusing
to transfer the ownership or title of any rights over the Affected Shares, or
the exercise of the voting right derived from such legal acts and businesses.  16.4.The invalidity,
ineffectiveness or nullity of any of the clauses herein will not imply, ipso facto, the invalidity, ineffectiveness or nullity of
the remaining clauses.  16.5.The tolerance by any of the
Agreeing Shareholders of any delay by the other parties in complying with the
obligations assumed herein will not constitute a novation of any of the
covenants in this instrument or a waiver of any of the rights derived
therefrom.  16.6.This Agreement supersedes
and annuls any other prior agreement and will prevail over any other agreement
not submitted to, appreciated by or registered with the Brazilian Central Bank,
entered into before or after this Agreement. This Agreement constitutes the
entire and sole agreement and understanding between the parties to this
Agreement and supersedes and cancel all prior covenants, promises, commitments,
agreements, communications, declarations or guarantees, whether oral or
written, given or assumed by any of the parties to this Agreement to a third
party, to the Company, or even to a shareholder of this Company, which are not
part of this Agreement.  16.7.Unless expressly
contemplated in this Agreement, particularly in the case contemplated in item (d)
of Paragraph 6.6 and in Paragraph 8.13, this instrument may be amended solely
in writing and when signed by all of the Agreeing Shareholders.  16.8.This Agreement and all of
its provisions are governed by the legislation of the Federative Republic of
Brazil.  And having agreed with the
binding terms and conditions expressed herein, the Agreeing Shareholders and
the Consenting Parties execute this instrument in five (5) counterparts of
equal content and form, for one sole purpose, before the two witnesses signing
below.  São
Paulo, March 12, 2009  29


SUNFLOWER PARTICIPAÇÕES S.A.
  
  MARIA APARECIDA CUNHA FONTANAWALTER FONTANA FILHO
  
  ATTILIO FONTANA NETOVÂNIA CUNHA FONTANA
  
  RUTH ESCOREL FONTANAAUGUSTO ESCOREL FONTANA
  
  SOFIA ESCOREL FONTANADIOGO LEAL FONTANA
  
  ZOÉ SILVEIRA DAVILAODYLLA FONTANA DAVILA
  
  EDUARDO FONTANA DAVILAFELIPE BOTURÃO
  DAVILA
  
  DANIEL BOTURÃO
  DAVILACARLA MARIA CARVALHO FONTANA
  
  ALFREDO FELIPE
  DA LUZ SOBRINHOOLGA MARIA DE CARVALHO LUZ
  
  RUTH MARIA
  CARVALHO LUZ MALZONIANDRÉ FONTANA
  CARVALHO
  
  ITÁLIA BORDIN FONTANA  30


This
page is an integral part of the Private Instrument of Amendment and
Consolidation of Sadia S.A. Shareholders Agreement entered into on March 12,
2009.  ONEIDA MARIA SCHNITZER FONTANA
  
  JOÃO DOMINGOS FONTANAJOSÉ CARLOS FONTANA
  
  MARCELO FONTANAMARIA APARECIDA FONTANA MINCARONI
  
  VERA LÚCIA FONTANAFLÁVIO FONTANA MINCARONI
  
  DANIEL FONTANA
  SCHMIDTANDRÉ BELEZA
  FONTANA
  
  PATRÍCIA BELEZA
  FONTANAOLIVER FONTANA
  
  ALEXANDRE FONTANA SCHMIDTPEDRO ALBERTO FONTANA
  
  ODEON ANTÔNIO FONTANASANDRA MARIA FONTANA
  
  RENATA FONTANA PUSSETMARINA FONTANA
  
  ROBERTO PUSSETSOELY MACHADO
  FONTANA
  
  ROBERTO HOPPNER
  FONTANA  31


JULIANA FONTANA PUSSET
  
  NELSON FELIPE KHEIRALLAH FILHO  This
page is an integral part of the Private Instrument of Amendment and
Consolidation of Sadia S.A. Shareholders Agreement entered into on March 12,
2009.  CRISTIANO FONTANA KHEIRALLAH
  
  OLD PARTICIPAÇÕES
  LTDLUCY FONTANA FURLAN
  
  OSÓRIO HENRIQUE
  FURLAN JÚNIORLUIZ FERNANDO
  FURLAN
  
  DIVA HELENA FURLANLUCILA MARIA FURLAN
  
  LEILA MARIA FURLAN DA SILVA TELLESANA MARIA GONÇALVES
  FURLAN
  
  MARCELA PASSOS
  FURLANGABRIELLA FURLAN
  VILLARES
  
  LUIZ GOTARDO FURLANANDRÉ MONEGAGLIA
  
  CAROLINA FURLAN
  UCHÔA CAVALCANTIMARIA FURLAN DA
  SILVA TELLES
  
  JOÃO FURLAN DA SILVA TELLESMANOELA MONEGAGLIA
  
  FELIPE MONEGAGLIA  32


This
page is an integral part of the Private Instrument of Amendment and
Consolidation of Sadia S.A. Shareholders Agreement entered into on March 12,
2009.  And in the capacity of intervening consenting
parties and/or parties, as the case may be, in accordance with the terms of
this Agreement:   SADIA S.A.
  
  CONCÓRDIA HOLDING FINANCEIRA S.A.   CONCÓRDIA BANCO S.A.   CONCÓRDIA
  S.A. CORRETORA DE VALORESMOBILIÁRIOS, CÂMBIO E COMMODITIES  33