THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286
Rua Fortunato Ferraz, 659
São Paulo, SP 05093-901
Deposit Agreement dated as of _______, 2002 (the "Deposit Agreement") by and among Sadia S.A.,
The Bank of New York, as Depositary, and the Owners and Holders of American Depositary Receipts
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not
otherwise defined herein are used herein as defined in the Deposit Agreement.
We hereby agree that, without the prior consent of the Company, (i) we will not (a) Pre-Release
Receipts or (b) permit any Pre-Release to remain outstanding at any time, except pursuant to agreements,
covenants, representations or warranties substantively to the effect of Sections 3(a), 3(e), 4, 7(a) and 14 of the
ADR Pre-Release Agreement attached hereto (or, in lieu of Section 14, we will indemnify the Company to the
same extent that the counterparty to a Pre-Release would be required by said Section 14 to indemnify the
Company) and (ii) we will undertake a Pre-Release only pursuant to written agreements that meet the
requirements of Section 1058(b) of the United States Internal Revenue Code of 1986, as amended.
We confirm that we currently do not, and do not intend to, make any Pre-Release to any person until
such person has undergone the Depositary's standard credit review process.
If, after the date hereof, the Depositary's ADR Department is advised by counsel that there has occurred
a material change in the U.S. federal income tax law (including judicial and administrative interpretations thereof)
regarding the treatment of Pre-Release, we agree to notify the Company promptly of such change and to advise
the Company as to the changes, if any, that we intend to make, or have made, to the Pre-Release procedures
then being followed by us as a result of such change in the tax law. We will in good faith consult with the