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Exhibit 11.1 Code of Ethics and Conduct THE EMBRAER CODE OF ETHICS AND CONDUCT INTRODUCTION EMBRAERs Ethics and Conduct Code (the Code), as set forth in the following
pages, has its origin in the business values and corporate culture consolidated
over the years in an attempt to reflect the integrity of EMBRAERs(the
Companys) procedures in its internal relations and with its surroundings
where it intervenes and acts on the most diverse levels. In addition to being based on the legislation to which the Company is subject,
the provisions of this Code also establish guidelines and policies aimed at
avoiding circumstances that could lead to even the slightest appearance of
impropriety in business actions. Some of the provisions made here may be detailed or implemented through Company
instructions or specific documentation covering specific business areas. Every member of the Company is personally responsible for ensuring that their
business decisions and conduct are in accordance with the terms, conditions and
spirit of this Code. The provisions in this Code may be altered in so far as Management feels that
standards require updating. The Corporate Executive Vice-President is
responsible for publishing updates. The Code applies to all directors, officers and employees, at every level of
the Company hierarchy, including the management, and our subsidiaries and
controlled companies, with those violating its provisions subject to the
appropriate disciplinary measures. Mauricio Novis BotelhoCEOEMBRAER




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Code of Ethics and Conduct CHAPTER 1  The Companys General Principles Article 1:The Companys general principles must guide all its internal and
external actions and those of the members of the Company:  
    
    Acting synergistically in order to obtain the best results for the Company.  
    
    Social responsibility and respect for the environment, workplace hygiene and safety in all their actions.  
    
    Ethics as an indispensable factor in relations with customers, shareholders, employees, suppliers, service providers and
other entities of society.  
    
    Satisfaction for customers, shareholders, employees and society, considering that productivity, competitiveness and
profitability are the natural and necessary consequence of this process.  
    
    Constant improvement, professional recognition and personal growth of employees, leading to equality of opportunity for
professional development.  
    
    Hold to the posture of honesty, fairness, transparency and respect, valuing human beings and their privacy, dignity and
individuality.  
    
    Reject any discriminatory practice based on origin, race, color, ethnic origin, sex, age, religion, physical incapacity,
sexual orientation or any other forms of prejudice. CHAPTER 2  Laws, regulations and other rules and contractual obligations Article 2:All actions taken by the Company and its members,
without exception and wherever they may be acting must
be in compliance with the governmental laws, regulations
and other rules applicable to the Company. Article 3:Anyone aware of any violation by any member of the
Company, whether based on actual fact or reasonable
grounds for suspicion, of any applicable law, regulation
or other rule, or of any provision of this Code, must
immediately make a written report to their immediate
supervisor or to the Companys Legal Department. CHAPTER 3  Conflicts of interest Article 4:The private interests of the members of the Company
should not interfere with Company interests. Therefore
all and any relations that pose or appear to pose a
conflict of interest between the Company and its members
should be avoided, as should conflicts of interest that
involve relatives or people with whom they have close
relations, professionally or personally. Article 5:Employees and managers have a duty of loyalty to the
Company; they should always defend its legitimate
interests whenever necessary and their behavior should 2




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Code of Ethics and Conduct be based on attitudes that do not cause risk to the
financial security or assets of the Company. Article 6:Company members may not divert a business opportunity
from the Company for his or her own benefit. Article 7:In the case of knowledge of a situation that represents,
or may represent a conflict of interest, or in
situations in which it is not possible to prevent a
conflict of interest, the member of the Company involved
should raise the matter with their immediate supervisor,
who should inform the Executive
Vice-PresidentCorporate, and there must be a full
written report of all the circumstances surrounding the
case. Article 8:Company employees and managers may not have economic
and/or financial interests in competitors, customers,
distributors or suppliers, in so far as such an interest
might influence or appear to influence their actions on
behalf of the Company. Article 9:Employees and administrators of the Company, except when
there is no conflict of interest, may not work for, or
receive remuneration for services provided from, any
competitor, customer, distributor or supplier, without
previous written authorization from the Executive
Vice-PresidentCorporate. Article 10:Work unrelated to the activities of the Company is not
allowed,such as the sale of products of any type, on
Company premises whether or not these activities take
place during or outside normal working hours. Article 11:Using Company resources is not allowed  that includes
telephones, equipment, materials or proprietary
information of the Company  for work unrelated to the
activities of the Company. Article 12:Any Member of the Company may accept low value gifts (up
to US$100.00, or the equivalent in Brazilian reais).
However, there must be no acceptance of any present,
gift or favor that may affect the judgment or evaluation
of members of the Company, or that is accompanied by any
explicit or implicit agreement that the person receiving
the gift is in any way obliged to do something in
exchange for the thing offered. Article 13:Company members may not ask for gifts, tips or special
favors or any other advantages for their own benefit or
that of relatives or people with whom they have close
professional or personal relations. Article 14:Employees in managerial or supervisory or similar
positions, and senior managers, are not allowed to
influence or conduct job evaluation or salary review for
relatives or persons with whom they have close
relations. Article 15:Company members who have family members or people with
whom they maintain close relations, professionally or
personally, working in business ventures 3




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Code of Ethics and Conduct that seek to
provide services or supply goods to the Company may not
use their personal influence in the course of
negotiations. Article 16:Company members should be zealous in relation to their
professional integrity and personal image. Article 17:The Company will not make loans or provide guarantees
for personal obligations to any of its employees,
managers or directors. CHAPTER 4  Confidential Information Article 18:All members of the Company, even after leaving the
Company, have a duty to maintain the confidentiality of
all Confidential Information (as defined below), as well
as information entrusted to the Company by customers,
service providers or suppliers in the course of business
that is identified as confidential by the customer,
service provider or supplier, or by the Company itself;
this includes refraining from discussing such
information in elevators, restaurants, planes and other
public places. If the disclosure of Confidential
Information is demanded by any court or by a competent
government authority, any member of the Company
requested to disclose such information must first make a
written report to our Legal Department with sufficient
advance notice for the appropriate legal measures to be
taken to safeguard the Companys rights, and, in any
event, only the information legally required should be
disclosed. Article 19:Confidential Information means any and all information
and/or data of interest and relevance to the business
affairs of the Company, including, but not limited to,
the following:: (a) information of a commercial nature
(for instance, customers, suppliers or advertisers,
sales and marketing strategies, costs, prices and other
market data); (b) information of a technical nature
(such as methods, know-how, processes, designs and
drawings, whether or not covered by industrial or
intellectual property rights); (c) information of a
strategic nature (such as upcoming strategies for
developing business, sales or marketing);(d)
information on employees, self-employed contractors
consultants, service providers, and representatives
(such as skills, abilities, hierarchical levels,
remuneration or compensation, employment or similar
records, or medical records); or any copies or records
of the aforementioned, oral or written, on any physical
media, that have been or are directly or indirectly
supplied or disclosed to members of the Company,
relating to itself, its subsidiaries, affiliates,
wholly-owned subsidiaries, shareholders, customers,
service providers or vendors. Article 20: Confidential Information does not mean: (a) data that is
in the public domain or will be in it, without violating
the provisions of this Code, (b) information received in
good-faith by members of the Company from third parties
entitled to disclose it; for the purposes of this
article, in the event of doubt or questions, the member
of the Company that received the information will bear
the onus of proving its non-confidential character. 4




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Code of Ethics and Conduct Article 21:Members may not discuss with or present to competitors
on subjects related to competitive advantage, such as
pricing policy, terms of contracts, costs, stocks,
market and product plans, market research or similar
data. If any exchange of Confidential Information on
these subjects with competitors is required during the
course of Company activities and/or business, prior
authorization in writing from the Legal Department must
be sought before any such disclosure. CHAPTER 5  Ethics in negotiations Article 22:The Company is committed to negotiating fairly and
honestly with its customers, suppliers, service
providers, competitors, employees and managers. Article 23:The selection and contracting of vendors should always
be based on technical, professional and ethical criteria
and on the needs of the Company. Article 24:Customers or potential customers, or suppliers or
potential suppliers may not be offered benefits or
compensation that are contrary to any applicable
legislation, regulation or other rules, including fair
competition legislation. Article 25:Suppliers may not be asked to terminate their business
or contracts with competitors or third parties in order
to maintain a commercial relationship with the Company,
except when there is a justifiable commercial reason
that is not contrary to any applicable legislation,
regulation or other rules, including fair competition
legislation. Article 26:The Companys policy does not include denigrating the
image of employees or former employees, or the services
or products of competitors or service providers. Article 27:Any comparison of Company services or products with
those of competitors should be precise, consistent and
backed by objective data and facts. Article 28:Using illegal or unethical methods to obtain competitor
information for the Company, including theft of
Confidential Information, business secrets, or inducing
present or former members of the Company or of other
companies to disclose Confidential Information is
categorically banned. Article 29:No member of the Company is allowed to bribe, offer or
receive any kind of kickbacks or tips, or attempt to
induce the offer of any bribe, offer, kickback or tip,
in any situation in favor of the Company. CHAPTER 6  Protection and appropriate use of Company property Article 30:All employees and managers should strive for proper allocation
and use of the Companys premises and property, facilities and
equipment, supplies, buildings, tools, stocks, systems,
equipment and software, vehicles, records, telephones, voice
and electronic mail, and financial resources of all kinds. 5




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Code of Ethics and Conduct Article 31:All employees should strive for the proper use, conservation
and confidentiality of Company property and information under
their charge, ensuring it is used efficiently and rationally
and strictly for the Companys business. Article 32:No Company goods, facilities or services may be used for
purposes other than the Companys business. CHAPTER 7  Accurate records, books and disclosure Article 33:No deletions or adulterations may be made to
Companys documents, registrations, records or
systems for the purpose of inducing other members of
the Company or third parties to have an erroneous or
partial understanding of any subject based on these
documents, registrations, records and systems. Article 34:All Company books and records should contain full
and truthful data. False or inexact annotations are
categorically forbidden. No payment may be
authorized if it is known that all or part of the
payment is for a purpose other than the one stated
in the documents supporting the payment. Article 35:All disclosure in reports and documents that the
Company files with, or submits to, the CVM and/or
the U.S. Securities and Exchange Commission and in
other public communications made by the Company
shall be full, fair, accurate, timely and
understandable. CHAPTER 8  Discrimination and harassment Article 36:The Company is committed to providing a workplace
environment free from any kind of discrimination.
It categorically bars from all Company locations any
manifestation of discrimination based on race,
ethnic origin, gender, beliefs, religion, age,
physical disability or sexual orientation, and it
adopts criteria for equality, recognition and
continuous development of its employees. Article 37:Any type of harassment in Company environment is
categorically prohibited, particularly of a sexual
and moral nature. This includes any verbal or
physical conduct involving humiliating, coercing or
threatening employees or managers, or creating a
hostile professional atmosphere that causes
unjustifiable interference with individual
performance or affects the working conditions of the
person involved. CHAPTER 9  Health, safety and environment Article 38:The Company follows the principle of doing its best
to provide employees with a safe workplace
environment; for this purpose it takes measures
required to preserve the physical, mental and moral
integrity of employees and ensure they are 6




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Code of Ethics and Conduct given
appropriate training in safety procedures and
workplace hygiene, including high-risk activities or
situations. Article 39:The Company maintains an ongoing commitment to
making its best efforts to promote
environment-friendly initiatives to attain
sustainable development and to preserve ecosystems. 7