Exhibit 4.4**AMENDMENT TO THE PARTICIPATION AGREEMENT EXECUTED ON DECEMBER 18****th****, 1998 (THE“****AMENDMENT****”)**, dated April 30th, 2007, entered into by the Federal Government ofthe United Mexican States (hereinafter the “Federal Government”) through the *Secretaría deComunicaciones y Transportes*(Ministry of Communications and Transportation) (hereinafter,“SCT”), Grupo Aeroportuario del Sureste, S.A.B. de C.V. (hereinafter the “ControllingCompany”), Servicios Aeroportuarios del Sureste, S.A. de C.V. (hereinafter the “ServicesCompany”), Aeropuerto de Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuertode Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, S.A. deC.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto deVeracruz, S.A. de C.V. and Aeropuerto de Villahermosa, S.A. de C.V. (hereinafter jointly, the“Concessionaire Companies”) and Inversiones y Técnicas Aeroportuarias, S.A. de C.V.(hereinafter the “Strategic Partner”); as well as by Mr. Fernando Gerardo Chico Pardo(“Fernando Chico”) and Copenhagen Airports A/S (Kobenhavns Lufthavne A/S)(“Copenhagen”, together with Mr. Fernando Chico, the “Owners of the StrategicPartner”) in accordance with the following Precedents, Recitals and Clauses:**P R E C E D E N T S**I. On April 1st, 1998, Grupo Aeroportuario del Sureste, S.A. de C.V., wasincorporated as a variable capital corporation, as evidenced under notarized instrument number44,125, dated April 1st, 1998, issued by Mr. Emiliano Zubiría Maqueo, Notary PublicNo. 25 of the Federal District, whose first original was registered on April 30th,1998 in the Public Registry of Commerce of the Federal District under commercial folio number237658 II. Article Ten of the bylaws of the Controlling Company absolutely restricted the taking ofcontrol of the Controlling Company, providing the following:***ARTICLE TEN****.****Limits of Stock Ownership.****The ownership interests of any personin the Company’s capital stock will be subject to the following rules, provided such ruleswill not apply to the ownership interests of (i) the Federal Government, (ii) NacionalFinanciera, S.N.C, whether directly or as trustee, (iii) institutions for the deposit ofsecurities, or (iv) financial entities or other authorized entities that obtain or maintainsecurities on the account of third-party beneficiaries, provided that this exception is notapplicable to the stock ownership that each beneficiary has in the Company, whetherdirectly or indirectly:**1. No series “B” stockholder, whether individually or jointly with Related Persons, may holdmore than 10% (ten percent) of the total outstanding capital stock of the Company, unlessthe provisions set forth under Articles Twelve or Fourteen below are fulfilled. Otherwise,any action or agreement that results in a transfer of series “B” shares or that otherwisecauses any shareholder to surpass the abovementioned ownership percentage, whetherindividually by any shareholder or jointly with Related Persons of such shareholder, will bevoid and will have no legal effect before the Company.**2. Series “BB” shareholders will have no limitation as to individual ownership interestswhatsoever with respect to the shares that represent such series; however, such series willonly represent up to 15% (fifteen percent) of the outstanding capital stock in terms of theprovisions under Article Six of these bylaws.**3. Series “BB” shareholders may also hold series “B” shares, provided that so long as theyhold shares of stock that represent the series “BB”, they may only hold, directly or jointlywith Related Persons, a total ownership interest in the Company’s outstanding capital stockthat does not exceed, in the aggregate, 20% (twenty percent) of such outstanding capitalstock.**The ownership limits set forth in this article may not be surpassed neither directly northrough Related Persons, trusts, agreements, corporate pacts or bylaws, pyramidal schemes orany other mechanism that causes any ownership interest over the established limits.**For the purposes of this Article and these bylaws, a Related Person with respect to aparticular person means: (i) the person or persons, whether such are individuals orentities, that directly or indirectly are under the Control of such particular person; thathave the direct or indirect ability to exercise Control over such particular person; or thatare under common Control with such particular person, as applicable; (ii) the persons thathave the ability to*
 

 
*determine the business policies of a particular person; (iii) if such particular person isan individual, the individuals having a relationship (whether by blood or civil law, up toand including the fourth degree) with such particular person; (iv) with respect to theCompany, the Strategic Partner; and (v) with respect to the Strategic Partner, itsshareholders and Related Persons (as defined in the other sections of this paragraph) ofsuch shareholders.**For the purposes of the preceding paragraph, “Control” means: (a) directly or indirectlyholding 20% (twenty percent) or more of the capital stock with voting rights of an entity;(b) the ability to appoint the majority of the members of a board of directors or thedirectors of an entity; (c) the right to veto the decisions of the majority of shareholdersor owners or the right to require their vote to adopt resolutions which, under law, pertainto the ordinary shareholders’ meeting; or (d) the existence of business relationships thatrepresent 15% (fifteen percent) or more of the total annual consolidated income of a person.*III. On December 18th, 1998, the Participation Agreement was executed by theFederal Government through the SCT, Nacional Financiera, Sociedad Nacional de Crédito,Dirección Fiduciaria (hereinafter “Nafin”), the Controlling Company, the ServicesCompany, the Concessionaire Companies and the Strategic Partner; as well as by TrituradosBasálticos y Derivados, S.A. de C.V., Cintra Concesiones de Infraestructuras de Transporte,S.A. and Groupe GTM, S.A. (which, on such date were the owners of the Strategic Partner) andCopenhagen as Owner of the Strategic Partner, as joint obligors of the obligations of theStrategic Partner, which are specifically mentioned in such agreement for each one of suchparties, and with the appearance of Banco Nacional de Comercio Exterior, Sociedad Nacional deCrédito, División Fiduciaria (hereinafter the “Trustee”) and of Aeropuertos yServicios Auxiliares (hereinafter “ASA”) (as amended by virtue of the Amendmentagreements dated April 19th, 1999 and February 28th, 2000, hereinafterthe “Participation Agreement”). IV. Section 2.5 of the Participation Agreement, adopted such absolute limitation for the takingof control (hereinafter the “Ownership Limits”). V. During the months of September 2000 and March 2005, through initial and secondary publicofferings, respectively, carried out simultaneously in the securities markets of the UnitedMexican States and the United States of America, 85% of the capital stock of the ControllingCompany, represented by 255 million Series B shares was placed, through Nafin, among thegeneral investing public.   As a consequence of the foregoing, the Federal Government ceased to holdownership interests in the capital stock of the Controlling Company and suchControlling Company became subject to the supervision of the National Banking andSecurities Commission (*Comisión Nacional Bancaria y de Valores)*and the Securities andExchange Commission of the United States of America. VI. On December 30th, 2005 the new Securities Market Law(hereinafter the “NLMV”) was published, which provides under article48 that any absolute restriction with respect to the taking ofcontrol of a company will be void as a matter of law. VII. Such reform compelled the Controlling Company to amend its bylaws inorder to eliminate the restrictions for the taking of control ofControlling Company. VIII. Such amendment was approved in a general extraordinary shareholders’meeting of the Controlling Company held on April 27th,2006, with the favorable vote of the shares that represented over95% (ninety-five percent) of the capital stock of the ControllingCompany, as required under such bylaws. IX. The regulatory authorities and the investing public were promptlyinformed of such shareholders’ meeting, in the terms of law, throughthe corresponding Stock Exchanges.
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X. Notwithstanding the foregoing, the restriction mentioned under section IV above subsists inthe Participation Agreement, which was established as a reflection of the provisions containedunder the bylaws of the Controlling Company prior to their amendment and that imposes anabsolute restriction to the taking of control of the Controlling Company, which is currentlyprohibited by the Securities Market Law in effect in the United Mexican States. XI. In this sense, as a result of the amendments to the Securities Market Law and to the bylawsof the Controlling Company, an amendment to Section 2.5 of the Participation Agreement isconsidered necessary, in order to make it conform to the provisions that currently govern theControlling Company.In consideration of the foregoing, the parties grant the following:  **R E C I T A L S**(A) The Federal Government, through its representative states and represents that: 1. It acknowledges to have executed, on December 18th, 1998 theParticipation Agreement.  2. Derived, among others: (i) from the striking of the Ownership Limits from thebylaws of the Controlling Company; (ii) from the provisions of the NLMV, and (iii) fromthe request submitted by the Strategic Partner on April 27th, 2007, for thispurpose, it hereby appears to sign this instrument, acknowledging the need to amend theParticipation Agreement, among other matters, in order to eliminate the Ownership Limitsfrom such Participation Agreement.  3. Its representative, in his capacity as Sub-secretary of Transportation, has thenecessary authority to execute this Amendment, in accordance with article 6, section IX,of the Internal Regulations of the SCT.(B) The Controlling Company, through its representative states and represents that: 1. It is a business entity incorporated in accordance with the laws of the UnitedMexican States, as evidenced by notarized instrument number 44,125 dated April1st, 1998, issued by Mr. Emiliano Zubiría Maqueo, Notary Public No. 25 of theFederal District, whose first original was registered on April 30th, 1998 inthe Public Registry of Commerce of the Federal District under commercial folio 237658.  2. It acknowledges that it executed the Participation Agreement on December18th, 1998.  3. Derived, among others: (i) from the striking of the Ownership Limits from thebylaws of the Controlling Company, and (ii) from the provisions of the NLMV, itacknowledges the need to amend the Participation Agreement, among other matters, inorder to eliminate the Ownership Limits from such Participation Agreement.  4. To the best of its knowledge, the execution, performance and enforcement of thisAmendment, does not violate or breach: (i) any law, regulation or legal provision
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   or (ii) its corporate bylaws or any contract, agreement or covenant to which it is aparty or otherwise, will not result in the acceleration of any of its obligations or inthe imposition of restrictions or limitations on the investments that the *GrupoAeroportuario*(Airport Group) must or wishes to make, in accordance with the MasterDevelopment Plan referred under Article 38 of the Airports Law or the annual businessplan of the Controlling Company.  5. It has submitted or presented all the notices and communications and has obtainedall authorizations and consents, including statutory, that may be necessary for theexecution, performance and enforcement of this Amendment and the actions providedhereunder.  6. Its legal representative has the necessary authority to execute this Amendment,as evidenced by notarized instrument number 52,487, issued on May 10th, 1999,by Mr. Luis de Angoitia Becerra, Notary Public No. 109 of the Federal District, whosefirst original was registered on July 8th, 1999 in the Public Registry ofCommerce of the Federal District under commercial folio number 237658.(C) Each of the Concessionaire Companies, through its representative states and represents that: 1. It is a business entity incorporated in accordance with the laws of the UnitedMexican States.  2. It acknowledges that it executed the Participation Agreement on December18th, 1998.  3. Derived, among others: (i) from the striking of the Ownership Limits from thebylaws of the Controlling Company, and (ii) from the provisions of the NLMV, itacknowledges the need to amend the Participation Agreement, among other matters, inorder to eliminate the Ownership Limits from such Participation Agreement.  4. To the best of its knowledge, the execution, performance and enforcement of thisAmendment, does not violate or breach: (i) any law, regulation or legal provision or(ii) its corporate bylaws or any contract, agreement or covenant to which it is a partyor otherwise, will not result in the acceleration of any of its obligations or in theimposition of restrictions or limitations on the investments that the *GrupoAeroportuario*(Airport Group) must or wishes to make, in accordance with the MasterDevelopment Plan referred under Article 38 of the Airports Law or the annual businessplan of the Controlling Company.  5. It has submitted or presented all the notices and communications and has obtainedall authorizations and consents, including statutory, that may be necessary for theexecution, performance and enforcement of this Amendment and the actions providedhereunder.  6. Its legal representative has the necessary authority to execute this Amendment,in terms of the following notarized instruments, all of which were issued on
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  August 13th, 1999 by Mr. Luis de Angoitia Becerra, Notary Public No. 109 ofthe Federal District: (a) Notarized Instrument number 52,812 relative to Aeropuerto de Cancún,S.A. de C.V.  (b) Notarized Instrument number 52,813 relative to Aeropuerto de Cozumel,S.A. de C.V.  (c) Notarized Instrument number 52,816 relative to Aeropuerto de Huatulco,S.A. de C.V.  (d) Notarized Instrument number 52,817 relative to Aeropuerto de Mérida,S.A. de C.V.  (e) Notarized Instrument number 52,818 relative to Aeropuerto deMinatitlán, S.A. de C.V.  (f) Notarized Instrument number 52,819 relative to Aeropuerto de Oaxaca,S.A. de C.V.  (g) Notarized Instrument number 52,820 relative to Aeropuerto de Tapachula,S.A. de C.V.  (h) Notarized Instrument number 52,821 relative to Aeropuerto de Veracruz,S.A. de C.V.  (i) Notarized Instrument number 52,822 relative to Aeropuerto deVillahermosa, S.A. de C.V.(D) The Services Company, through its representative states and represents that: 1. It is a business entity incorporated in accordance with the laws of the UnitedMexican States, as evidenced by notarized instrument number 44,126, issued on April1st, 1998, by Mr. Emiliano Zubiría Maqueo, Notary Public number 25 of theFederal District, whose first original was registered on April 30th, 1998 inthe Public Registry of Commerce of the Federal District under commercial folio number237657.  2. It acknowledges that it executed the Participation Agreement on December18th, 1998.  3. Derived, among others: (i) from the striking of the Ownership Limits from thebylaws of the Controlling Company, and (ii) from the provisions of the NLMV, itacknowledges the need to amend the Participation Agreement, among other matters, inorder to eliminate the Ownership Limits from such Participation Agreement.  4. To the best of its knowledge, the execution, performance and enforcement of thisAmendment, does not violate or breach: (i) any law, regulation or legal provision or(ii) its corporate bylaws or any contract, agreement or covenant to which it is a partyor otherwise, will not result in the acceleration of any of its obligations or in
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   the imposition of restrictions or limitations on the investments that the *GrupoAeroportuario*(Airport Group) must or wishes to make, in accordance with the MasterDevelopment Plan referred under Article 38 of the Airports Law or the annual businessplan of the Controlling Company. 5. It has submitted or presented all the notices and communications and has obtainedall authorizations and consents, including statutory, that may be necessary for theexecution, performance and enforcement of this Amendment and the actions providedhereunder.  6. Its legal representative has the necessary authority to execute this Amendment,as evidenced by notarized instrument number 52,823, issued on August 13th,1999, by Mr. Luis de Angoitia Becerra, Notary Public No. 109 of the Federal District,whose first original was registered on October 6th, 1999 in the PublicRegistry of Commerce of the Federal District under commercial folio number 237657.(E) The Strategic Partner, through its representative states and represents that: 1. It is a business entity incorporated in accordance with the laws of the UnitedMexican States, as evidenced by notarized instrument No. 63,899, dated November16th, 1998, issued by Mr. Armando Gálvez Pérez Aragón, Notary Public No. 103of the Federal District, whose first original was registered on December 3rd,1998 in the Public Registry of Commerce of the Federal District, under commercial folionumber 242982.  2. It acknowledges that it executed the Participation Agreement on December18th, 1998.  3. Derived, among others: (i) from the striking of the Ownership Limits from thebylaws of the Controlling Company, and (ii) from the provisions of the NLMV, itacknowledges the need to amend the Participation Agreement, among other matters, inorder to eliminate the Ownership Limits from such Participation Agreement.  4. To the best of its knowledge, the execution, performance and enforcement of thisAmendment, does not violate or breach: (i) any law, regulation or legal provision or(ii) its corporate bylaws or any contract, agreement or covenant to which it is a partyor otherwise, will not result in the acceleration of any of its obligations or in theimposition of restrictions or limitations on the investments that the *GrupoAeroportuario*(Airport Group) must or wishes to make, in accordance with the MasterDevelopment Plan referred under Article 38 of the Airports Law or the annual businessplan of the Controlling Company.  5. It has submitted or presented all the notices and communications and has obtainedall authorizations and consents, including statutory, that may be necessary for theexecution, performance and enforcement of this Amendment and the actions providedhereunder.  6. Its legal representative has the necessary authority to execute this Amendment,as evidenced by notarized instrument number 55,438, issued on May 31st, 2004,by Mr. Jorge Fernando Caraza Pinto, Notary Public No. 36 of the Federal District,
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   whose first original was registered in the Public Registry of Commerce of the FederalDistrict under commercial folio number 242982.(F) The Owners of the Strategic Partner — Mr. Fernando Chico acting personally and Copenhagenthrough its representative — state and represent that: 1. Copenhagen is a company incorporated and existing in accordance with the laws ofthe Kingdom of Denmark, whose shares are traded in the Copenhagen Stock Exchange.  2. Mr. Fernando Chico is a citizen and resident of the United Mexican States.  3. Each one of such parties acknowledges to be bound by the Participation Agreementdated December 18th, 1998.  4. Each one of such parties acknowledges that derived, among others: (i) from thestriking of the Ownership Limits from the bylaws of the Controlling Company, and (ii)from the provisions of the NLMV, it is necessary to amend the Participation Agreement,among other matters, in order to eliminate the Ownership Limits from such ParticipationAgreement  5. To the best of their knowledge, the execution, performance and enforcement ofthis Amendment, does not violate or breach: (i) any law, regulation or legal provisionor (ii) their corporate bylaws or any contract, agreement or covenant to which they area party or otherwise, will not result in the acceleration of any of their obligations orin the imposition of restrictions or limitations on the investments that the *GrupoAeroportuario*(Airport Group) must or wishes to make, in accordance with the MasterDevelopment Plan referred under Article 38 of the Airports Law or the annual businessplan of the Controlling Company.  6. They have submitted or presented all the notices and communications and haveobtained all authorizations and consents, including statutory, that may be necessary forthe execution, performance and enforcement of this Amendment and the actions providedhereunder.  7. Copenhagen’s representative has the necessary authority to execute thisAmendment.          **BY VIRTUE OF WHICH,**considering the foregoing Precedents and Recitals, the parties to thisAmendment agree on the following:**C L A U S E S**     **ONE**.- Capitalized terms used in this Amendment that are not otherwise defined in thisAmendment will have the meanings attributed to such terms in the Participation Agreement.     **TWO**.- The Federal Government, the Controlling Company, the Services Company, theConcessionaire Companies, the Strategic Partner, and the Owners of the Strategic
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Partner, hereby agree to amend Section 2.5 of the Participation Agreement, in the terms setforth below:*2.5**Ownership Limit**. The shareholders of series “BB”will not have an ownership limit with respect to such series,however, series “BB” may only represent 15% (fifteen percent)of the capital stock.*     **THREE.**- Except for the amendments to the Participation Agreement provided under thisAmendment, the Participation Agreement is ratified in all its terms. This Amendment will begoverned by and interpreted in accordance with the federal laws of the United Mexican States andthe parties expressly and irrevocably submit to the jurisdiction of the competent courts of MexicoCity, Federal District, United Mexican States, expressly waiving any other jurisdiction they couldbe entitled to by reason of their current or future domiciles or for any other cause.     **IN ACCORDANCE WITH THE FOREGOING,**the parties sign this Amendment through theirrepresentatives on the date first written above.
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*[Signature Page]*