0001193805-11-000102 Sample Contracts

Contract
Deposit Agreement • January 28th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • Aircraft • New York

AMENDMENT NO. 1, dated as of January , 2011 (the "Amendment"), to the Amended and Restated Deposit Agreement dated as of April 4, 2006 (as amended hereby, the "Deposit Agreement") among Embraer S.A. (fka Empresa Brasileira de Aeronáutica S.A.), incorporated under the laws of the Federative Republic of Brazil (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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