April 12, 2006

6th U.S. Analyst and Investor Meeting

Maurício BotelhoPresident & CEO

Forward Looking Statement

•This presentation includes forward-looking statements or statements about events or circumstances which have not occurred. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business and our future financial performance. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: general economic, political and business conditions, both in Brazil and in our market. The words “believes,” “may,” “will,”“estimates,” “continues,” “anticipates,” “intends,” “expects” and similar words are intended to identify forward-looking statements. We undertake no obligations to update publicly or revise any forward-looking statements because of new information, future events or other factors. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this presentation might not occur. Our actual results could differ substantially from those anticipated in our forward-looking statements.

Market Vision

Worldwide Defense ProcurementProcurement by Region - 2005-2012

Total 2005 -2012 : US$ 1,5 trillion

0.0

50.0

100.0

150.0

200.0

250.0

2005 2006 2007 2008 2009 2010 2011 2012

US$ b

illion

AustralasiaAsia PacificLatin AmericaAfricaMiddle EastEast EuropeWest EuropeNorth America

Source: Frost & Sullivan 2004

Averagegrowth of 2.6% between2005-2012

US Military expenditures

Source: Congressional Research Service* Iraq and Afghanistan operations not included 2006 US Dollars

FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011Personnel 107.2 108.9 108.6 108.6 108.9 109.1 109.1

Operations & Maintenance 139.9 147.8 150.5 153.4 155.5 155.7 156.2Acquisitions 79.7 78.0 89.7 97.3 98.9 102.4 106.9

Research & Development 70.2 69.4 65.4 63.8 68.0 63.3 53.8Others 12.4 15.2 18.2 17.5 16.5 15.3 17.5Total 409.5 419.3 432.5 440.6 447.8 445.7 443.5

US Department of Defense Budget * (US$ Billion)

US Department of Defense Budget Acquisitions and P&D(US$ billion)

130140150160170

FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011

US ISR Market

US ISR Market Growth Trend (US$ billion)

Source : Frost & Sullivan, 2003

US$ billion

2000 2002 2004 2006 2008 2010 2012 2014

60

50

40

30

20

10

Between 2005 and 2010 ISR systems will increase participation from 22% to 27% of total acquision and R&D spending of the U.S. DoD budget

Defense Market Evolving Scenario

! Restricted Budgetary scenario! Different military threats prompt to warfare

transformation! Changing force structure! Knowledge based, full- spectrum operations! Reduction of human exposure to threat situations

InformationSuperiority

Armed Forces Transformation

Defense Market Trends!Information Superiority

! Shorter reaction times and shorter sensor to shooter cycles.! Network centric approach instead of platform centric.! Expansion of ISTAR (Intelligence, Surveillance, Target Acquisition

and Reconnaissance Systems! Expansion of advanced communication and network based systems

!Armed Forces Transformation! Higher mobility and flexibility! Multi-forces integration! Faster command cycles

ProductLine

Defense Products and Market Segments

Combat

Transport

Training

Intelligence, Surveillance andReconaissance

Systems& Services

Super Tucano

Super Tucano

! High-performance evolution of the proven EMB 312 Tucano

! State-of-the-art systems andadvanced avionics

! Optimized for basic, advancedtraining and operational applications in hostile environments

! Can operate from unprepared runways, during day or night

! The only aircraft in its class capable of employing diversified conventional and smart weapons.

ISRSystems

ISR Systems

EMBRAER offers cost effective solutions for the Intelligence, Surveillance and

Reconnaissance Market

EMB 145 AGS EMB 145 AGS AirborneAirborneGroundGround

SurveillanceSurveillance

EMB 145 MP EMB 145 MP MaritimeMaritime PatrolPatrol

EMB 145 AEW&CEMB 145 AEW&C

ISRIntelligence – Surveillance – Reconnaissance

EMB 145 AEW&C

! The EMB 145 AEW&C (Airborne Early Warning & Control) is the mostadvanced Airborne Early Warning & Control System in operation today.

! It is fitted with an advanced electronic scanning radar capable of detecting airtargets at long distances while controling the airspace

EMB 145 RS/AGS

! An advanced asset capable of providing real-time imagery and electronicintelligence over ground objectives

! It features an advanced Synthetic Aperture Radar (SAR), for day or night, and all-weather radar imagery of the ground over large areas, plus othersophisticated sensors

P-99

! New generation Maritime Patrol and Anti-Submarine Warfare aircraft

! Features maritime and ground surveillance radar, Electro-Optics, Acousticsand Electronic Surveillance sensors

Brazilian Air Force

Amazon Surveillance System

• R-99A - EMB 145 AEW&C - Airborne Early Warning & Control

• R-99B - EMB 145 RS - Remote Sensing and Ground Surveillance.

TransportDerivatives

Transport Derivatives

GreeceBelgium

India Colombia

Brazil

Brazil Ecuador

Nigeria

Embraer New Capital Structure

Main Benefits to the Company

• Financing of the Company’s expansion programs through the equity capital markets and the use of convertible instruments

• The current capital structure does not allow the Company to issue new shares without additional capital injection by the current controlling shareholders which for different reasons is unfeasible , thus limiting the Company’s flexibility for financing its growth in the equity capital markets

• Creation of an acquisition currency for potential expansions in the international markets

• The enhancement of the Company’s valuation multiples and increase in liquidity in both the domestic and international markets would allow for potential expansion through acquisitions

• The increase in liquidity and better market perception of the Company would reflect positively on its share price in the stock exchange

• The improvement in Company’s corporate governance and transparency, in addition to the possible listing in the “Novo Mercado”, could create additional demand for the stock from institutional investors including the local pension funds

MechanismMechanism DescriptionDescription

• The maximum allowed votes per shareholder or group of shareholders acting as one, including brokers acting on behalf of one or more ADS holders, limited to 5% of the total shares of the Company

• The mechanism above will affect only the shareholders’ political rights (e.g., voting rights), not being applicable to economic rights

Number of valid votes per shareholder or group of shareholders acting in a concerted manner limited to 5% of the total shares of the Company

• Shareholders who acquire or become holders of more than 35% of the Company’s capital would be required to launch a delisting tender offer, under conditions established in Embraer´s bylaws, and Brazilian laws

• The tender offer is conditioned upon the Brazilian Government authorization, subject to suspension of voting rights

• Percentage ownership must be disclosed whenever a shareholder reaches a 5% threshold and every 5% increment thereafter

• The total number of foreign votes limited to 40% (forty percent) of total valid votes in each General Shareholders` Meeting, corresponding to 2/3 of total votes of Brazilian Shareholders

• The CFO will monitor the Company’s ownership and the compliance of the shareholders` protection mechanisms to disclose potential violations of the company’s bylaws

Mandatory delisting tender offer

Voting rights limitation to foreign shareholders

Mandatory ownership disclosure

Monitoring Committee to follow changes in ownership

Shareholders Protection Mechanisms

New Capital Structure

738.611.820 Common (Voting) Shares

* Includes Bozano Company and Bozano Holdings

** Includes Dassault Aviation, EADS, Safran and Thales

BOZANO GROUP* 11.1%

PREVI (PENSION FUND) 16.4%

SISTEL (PENSION FUND) 7.4%

BNDESPAR 6.3%

BRAZILIAN GOVERNMENT 0.3%

OTHERS BOVESPA 11.7%

OTHERS NYSE 39.3%

EUROPEAN GROUP** 7.5%