Exhibit 11.1



CODE OF ETHICS FOR DIRECTORS AND EXECUTIVE OFFICERS



[Translation]   Type:

Basic RulesDate Enacted:

Oct. 1, 2008Enacted by:

Board of DirectorsIssued by:

President






Code of Ethics for Directors and Executive Officers





|Article 1 | Purpose
|--------- | -------



This code of ethics (the Code), together with the Basic Management Objective, the Company Creed, the Seven Principles, the Code of Conduct and other internal
codes that must be complied with, stipulates the fundamental ethical items with which all directors and executive officers (the Directors and Executive Officers) of Panasonic Corporation (the Company) are to comply in
performing their duties and business activities.





|Article 2 | Fundamentals of Performing Duties and Business Activities
|--------- | ---------------------------------------------------------



2.1 Directors and Executive Officers shall conduct their duties and business activities with high ethical standards and in good faith.



2.2 Directors and Executive Officers shall not engage in acts, transactions, etc., that
create actual or apparent conflicts of interest between the Company and themselves; provided, however, that the foregoing shall not apply to any conflict the details of which have been reported to and received the prior approval of the board of
directors pursuant to related laws, rules and regulations, and internal codes.



2.3 Directors and Executive Officers having special interests in particular acts, transactions, etc., shall not attend any board of directors meeting regarding such acts, transactions, etc., or at least shall not participate in
resolution approving such acts, transactions, etc., at such meeting.





|Article 3 | Disclosure of Financial and Other Corporate Information
|--------- | -------------------------------------------------------



The Chairman, President, and Directors and Executive Officers in charge of finance and accounting and related business activities shall disclose the
corporate information of the Company, such as financial information, fully, fairly, timely and understandably pursuant to related laws, rules and regulations. The Chairman, President, and Directors and Executive Officers in charge of finance and
accounting and related business activities shall establish and maintain a system for performance of duties and business activities that enables such disclosure.





|Article 4 | Reporting Violations and Appropriate Measures
|--------- | ---------------------------------------------



4.1 Directors and Executive Officers shall promptly make a report to the President, concerned Directors and Executive Officers, and statutory auditors if any acts,
transactions, etc., in violation of the Code relating to themselves or other Directors and Executive Officers should occur.



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4.2 The Company shall, upon receiving a report as provided for in the immediately preceding paragraph, promptly
carry out appropriate measures, including disciplinary action against Directors and Executive Officers in breach, pursuant to related laws, rules and regulations, and internal codes.





|Article 5 | Compliance with Related Laws and the Code
|--------- | -----------------------------------------



Directors and Executive Officers shall recognize that honest and ethical conduct constitutes the basis of all business activities conducted by the Company
throughout the world, and shall strictly comply with related laws, rules and regulations, and the Code.





|Article 6 | Disclosure of the Code
|--------- | ----------------------



The Code shall be properly disclosed pursuant to related laws, rules and regulations.





|Article 7 | Modification and Abolition
|--------- | --------------------------



Any modification or abolition of the Code shall be made by resolution of the Board of Directors.





Supplementary Provision



The Code
shall become effective on March 1, 2004.



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