0001019155-02-000128 Sample Contracts

SADIA S.A. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of _________________, 2002
Deposit Agreement • December 19th, 2002 • Sadia Sa • Retail-food stores • New York

DEPOSIT AGREEMENT dated as of ______________________, 2002 among SADIA S.A., incorporated under the laws of Brazil (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

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Exhibit A to Deposit Agreement
Sadia Sa • December 19th, 2002 • Retail-food stores

The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that ______________________________, or registered assigns IS THE OWNER OF ________________

THE BANK OF NEW YORK
Sadia Sa • December 19th, 2002 • Retail-food stores

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

Sadia]
Sadia Sa • December 19th, 2002 • Retail-food stores

We refer to the Deposit Agreement by and among Sadia S.A., as Issuer, Citibank, N.A. as Depositary, and the holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, dated as of March 9, 2001 (the “Deposit Agreement”). Capitalized terms used herein shall have the meanings assigned thereto in the Deposit Agreement.

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