CHAPTER I - CORPORATE NAME, HEAD OFFICES, BUSINESS PURPOSE

AND T ERM OF DURATION

ARTICLE 1

A EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A.(“Company”), is a joint stock company that is governed by these By -Laws and by applicable legislation.

Sole Paragraph

The Company was incorporated as a publicly-held company with private participation, authorized by Decree-Law No. 770, of August 19, 1969, and was privatized pursuant to Law No. 8031, of April 12, 1990, and to Public Notice No. PND-A-05/94-Embraer, of the Executive Committee of the National Privatization Program, published in the Official Gazette, Session 3, on pages 5774 to 5783.

HEADOFFICES

ARTICLE 2

The Company has its head offices and jurisdiction in the City of São José dos Campos, State of São Paulo, and may incorporate subsidiaries and open branches, offices or agencies, as well as appoint agents or representatives in any part of Brazil or abroad, subject to resolution by the Board of Directors.

BUSINESS PURPOSE

ARTICLE 3

The Company has as its business purpose:

I. To project, build and commercialize aircraft and aerospace materials and respective accessories, components and equipment, maintaining the highest standards of technology and quality;

II. To promote and carry out technical activities related to the production and maintenance of aerospace material;

III. To contribute to the development of skilled technical personnel as required by the aerospace industry; and

IV. To carry out other technological, industrial and commercial activities, as well as provide services that are related to the aerospace industry.

PRINCIPLES

ARTICLE 4

The organization and operation of the Company shall observe the following principles:

I. The securities issued by the Company shall be traded on the national and/or international capital markets, with due observance to all the legal requisites and the requirements of the institutions of such markets, in order to secure in such markets the financial resources that are necessary for its growth, maintenance of its competitiveness and continuation;

II. The capital stock of the Company shall be solely represented by common shares;

III. In the resolutions of the Shareholders’ Meeting:

a) no shareholder or group of shareholders, whether Brazilian or foreign, may exercise voting rights representing more than 5% of the number of shares into which the capital stock is divided; and

b) foreign shareholders and groups of foreign shareholders shall not exercise voting rights representing more than 2/3 of the total of the votes conferred on the entirety of Brazilian shareholders present;

IV. With due regard for the provisions of Article 54, the pre-establishment of majority of shareholders in the Shareholders’ Meeting by means of shareholders agreements concerning the exercise of voting rights, in order to form scales with a number of votes greater than the individual limit established in letter “a” of item III of this Article shall be prohibited;

V. The resolutions and acts of the bodies of the Company referred to in Article 9 herein shall be subject to the veto of the Federal Government; and

VI. The issuance of founders’ shares is prohibited.

ARTICLE 5

The Company shall have indefinite term of duration.

• Chapter I - Corporate Name, Head Offices, Business Purpose
• Chapter II - Capital Stock And Shares
• Chapter III - Shareholders
• Chapter IV - Shareholders' Meeting
• Chapter V - Board Of Directors, Executive Committee And Conselho Fiscal
• Section I - Board Of Directors
• Section II - Executive Committee
• Section III - Conselho Fiscal
• Section IV - Meetings Of The Administrative Bodies
• Chapter VI - Financial Statements And
• Chapter VII - Protection Mechanisms
• Chapter VIII - Registration as Publicly-held Company And The Novo Mercado
• Chapter IX - Arbitration Tribunal
• Chapter X - Temporary Provisions