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                                                                     EXHIBIT 1.1

                                            TRANSLATION FOR INFORMATION PURPOSES

           BYLAWS OF GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.

                NAME, PURPOSE, DOMICILE, NATIONALITY AND DURATION

     ARTICLE ONE. NAME.

     The name of the Company is Grupo Aeroportuario del Sureste, which will
always be followed by the words "Sociedad Anonima Bursatil de Capital Variable"
or by the abbreviation "S.A.B. de C.V."

     ARTICLE TWO. CORPORATE PURPOSE. The purpose of the Company will be:

     1. To acquire shares, ownership interests or other interests in private or
government-owned companies, whether as incorporator or by acquiring shares or
ownership interests in established companies that are dedicated to the
management, operation, including providing airport, supplementary and commercial
services, construction and/or use of civil aerodromes and in accordance with the
Airports Law and its Regulations, as well as to hold capital stock in companies
that provide any type of services and to vote the shares it may hold when
required, always as a block in the same sense, in accordance with these bylaws
or as instructed by the Board of Directors, the shareholders of the Company or
any other person vested with such authority in terms of these bylaws; to sell,
transfer or dispose of any such shares or ownership interests or other
securities allowed by law.

     2. To receive from other Mexican or foreign companies, entities or
individuals and provide to the companies in which it may hold an interest or to
other entities, companies or individuals, the services that may be required to
carry out its corporate purpose, including, without limitation, technical
consulting services in the industrial, administrative, accounting, marketing or
finance fields in connection with the management, operation, construction and/or
utilization of airports.

     3. To request and obtain in any way, whether directly or through its
subsidiaries, concessions and permits for the management, operation,
construction and/or utilization of airports, as well as for providing any other
services necessary for the use of such airports and for carrying out any
activity which supports and is related with such purpose, including, without
limitation, any storage or warehousing activity, except for fiscal warehousing,
and any other complementary activity to the services it provides and which
directly benefits such services, as well as providing guaranties over such
concessions and permits. Likewise, in the terms set forth in the applicable
regulations and the respective concession title, the Company may receive
directly or through its subsidiaries any income derived from the use of the
civil aerodrome infrastructure, the execution of contracts, any services it
provides directly, as well as from any business activities it carries out.

     4. To obtain, acquire, use, license or dispose of all types of patents,
certificates of invention, registered trademarks, trade names, copyright or
rights with regard thereto, whether in Mexico or abroad.

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     5. To obtain all types of loans or credits, with or without specific
guarantee, and to grant loans to business or non-for-profit companies, entities
or individuals in which the Company may hold an ownership interest of more than
50% (fifty percent) of its capital with voting rights or which the Company may
otherwise Control (as such term is defined under Article Ten).

     6. To grant any kind of guaranty and security on issued negotiable
instruments or obligations assumed by the Company or by companies in which the
Company may hold ownership interests of over 50% (fifty percent) of the capital
with voting rights or which the Company may otherwise Control (as such term is
defined under Article Ten).

     7. To issue and subscribe all types of negotiable instruments and to accept
and endorse the same, including secured or unsecured debentures.

     8. To issue all kinds of unsubscribed shares that integrate the capital
stock which will be kept in the Company's Treasury in order to be delivered upon
subscription thereof, as well as to execute option agreements with third parties
that grant to such third parties the right to subscribe and pay the shares that
the Company issues. In addition, the Company may issue unsubscribed shares in
accordance with the terms and conditions set forth under Article 53 and other
applicable articles of the Securities Market Law.

     9. To hold, possess, sell, transfer, dispose of or lease all kinds of
assets, real or personal property, as well as the rights in rem thereover, which
may be necessary or convenient to carry out its corporate purpose or for the
activities of the civil or business companies in which the Company may hold an
interest.

     10. Generally, to carry out and perform all actions, agreements and
related, incidental or ancillary transactions that may be necessary or
convenient to attain the above-mentioned purposes.

     ARTICLE THREE. DOMICILE.

     The domicile of the Company is Mexico City, Federal District; the Company
however, may establish offices, agencies or branches in any other part of the
Mexican Republic or abroad, or submit to contractual domiciles, without thereby
implying any change in the corporate domicile.

     ARTICLE FOUR. NATIONALITY.

     The nationality of the Company is Mexican. Any foreigner who, upon the
formation of the Company or at any time thereafter, acquires any ownership
interest in the Company, will be considered, for this reason alone, as Mexican
with respect to the interests or rights he/she/it acquires in the Company; the
assets, rights, concessions, ownership interests or interests of any kind that
the company holds; and of the rights and duties arising under the agreements to
which the Company is a party. Therefore, it will be deemed that all foreigners
agree not to invoke the protection of their government, under the penalty,
otherwise, of forfeiting the interests, rights or assets it may have acquired in
favor of the Mexican Nation.


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     ARTICLE FIVE. DURATION.

     The duration of the Company is indefinite.

                            CAPITAL STOCK AND SHARES

     ARTICLE SIX. CAPITAL STOCK.

     The capital stock will be variable. The minimum fixed capital without right
of withdrawal is $7,767,276,107.00 (Seven Billion, Seven Hundred and Sixty Seven
Million, Two Hundred and Seventy Six Thousand, One Hundred and Seven Mexican
Pesos 00/100), represented by 300,000,000 (Three Hundred Million) common,
nominative, Class I shares without par value, fully subscribed and paid. The
variable portion of the capital stock will be represented by common, nominative,
Class II shares. Both types of shares will have the characteristics determined
by the shareholders' meeting that approves the issuing thereof. Unless and until
the Company's bylaws are amended in accordance with the last paragraph of
Article Ten hereof, both types of shares will be divided into two series of
shares, as follows:

     1. Free subscription series "B" shares that will represent up to 100% (one
hundred percent) of the capital stock and that may be acquired by any person,
including individuals, companies or entities defined as foreign investors under
Article 2 of the Foreign Investment Law; and

     2. Free subscription series "BB" shares that will represent up to 15%
(fifteen percent) of the capital stock and that may be acquired by any person,
including individuals, companies or entities defined as foreign investors under
Article 2 of the Foreign Investment Law. Series "BB" shares will be subject to
the following rules:

          (a)  Shareholders of series "BB" shares will have the right to appoint
               2 (two) members of the Company's Board of Directors and their
               substitutes by majority vote of the shares representing such
               series, which will have the rights and authority set forth in
               these bylaws;

          (b)  Series "BB" shares may only be transferred after they are
               converted into series "B" shares in accordance with Article 11
               hereof. In any case, once series "BB" shares are transferred and
               consequently converted into series "B" shares, the 15% (fifteen
               percent) mentioned in the first section of this paragraph 2. will
               be reduced in the proportion of series "BB" shares converted into
               series "B" shares and such percentage may only be increased again
               with the approval of the shareholders representing 85% (eighty
               five percent) of the capital stock given in an extraordinary
               shareholders' meeting according to Article Ten of these bylaws;
               and

          (c)  Notwithstanding the provisions under paragraph (b) above, the
               series "BB" shares may be converted into series "B" shares after
               15 (fifteen) years as of December 18, 1998, date on which the
               Company executed the Technical Assistance and Transfer of
               Technology Agreement (the


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               "Technical Assistance Agreement") with the holder of series "BB"
               shares (the "Strategic Partner"), provided at least 51%
               (fifty-one percent) of the shareholders that represent series "B"
               shares that are not held by the Strategic Partner or by a Related
               Person of such, in an extraordinary shareholders' meeting, ,
               agree to(i) approve such conversion and (ii) not renew the
               Technical Assistance Agreement. However, if the Strategic
               Partner, after the 15 (fifteen) year period mentioned above,
               directly or indirectly holds less than 7.65% (seven point sixty
               five percent) of the series "BB" shares of the Company's capital
               stock, then such shares must be converted into series "B" shares.

     The Company may issue any kind of unsubscribed shares that integrate the
capital stock, which will be maintained in the Company's Treasury for delivery
upon subscription thereof. Class "II" shares kept in the Company's Treasury,
with respect to which the Company may grant options for their subscription and
payment, must be converted into Class "I" shares upon the exercise of such
options by the holder or holders thereof and upon payment of the respective
shares and, consequently, the minimum fixed capital stock of the Company will be
automatically increased and the Board of Directors, within 30 (thirty) days of
the exercise of such options over Class "II" shares granted by the Company, must
call a general extraordinary shareholders' meeting to approve the amendment of
this Article Six in order to reflect the amount of the minimum fixed capital of
the Company after the increase. In addition, the Company may issue unsubscribed
shares in the terms and conditions provided under Article 53 and other
applicable articles of the Securities Market Law.

     All common shares, within their respective Series, will confer equal rights
and obligations to their holders. The certificates covering the shares will
contain all the requirements set forth under Article 125 of the General Law of
Business Entities; they may represent one or more shares and must be signed by
one member of the Board of Directors appointed by the Series "B" shareholders
and by one Board member appointed by the Series "BB" shareholders, and will
contain an exact transcription of this Article, as well as of Articles Ten,
Eleven, Twelve, Thirteen and Fourteen of these bylaws.

     When dealing with shares deposited in a securities deposit institution, the
Company may deliver to such institution multiple certificates or a single
certificate representing part or all of the shares issued and deposited, which
will be issued in favor of such institution for depositing securities and must
contain attached coupons. The Company must issue the final certificates within a
term no longer than 180 (one hundred and eighty) calendar days as of the date on
which the respective issuing or exchange was determined.

     ARTICLE SEVEN. REGISTRY.

     The Company must keep a Share Registration Book, which may be kept by the
Company, by a Mexican credit institution or by an institution authorized for the
deposit of securities, acting on behalf of the Company, as Registrar Agent. All
transactions relative to the subscription, acquisition or transfer of shares, as
well as the names, domiciles, and nationalities of the shareholders and share
transferees must be recorded in such Share Registration Book. In the


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event the shares representing the capital stock of the Company are traded in a
stock exchange, such Share Registration Book will be updated each year with the
records and entries made by the securities deposit institution where the shares
of the Company are deposited, in accordance with the applicable provisions of
the Securities Market Law.

     The Share Registration Book will remain closed as of the third business day
prior to any shareholders' meeting until and including the actual date of the
meeting. Therefore, during any such period, no entry or record will be made into
the Share Registration Book.

     Only the party that is recorded as a shareholder in the Share Registration
Book will be considered as a legitimate holder pursuant to the terms of Articles
128 and 129 of the General Law of Business Entities and/or Articles 290, 293 and
other applicable articles of the Securities Market Law.

     ARTICLE EIGHT. CANCELLATION OF REGISTRATION.

     As long as the shares of the Company are registered with the National
Securities Registry, in the terms of the Securities Market Law and the
applicable general provisions issued by the National Banking and Securities
Commission and the cancellation of the registration of the shares of the Company
with such Registry is resolved, whether upon request or by a resolution adopted
by the National Banking and Securities Commission or any other competent
authority, in accordance with the law, the shareholders holding the majority of
ordinary shares or that may, under any title, impose decisions on the general
shareholders' meeting or appoint the majority of the members of the Board of
Directors, agree to carry out, prior to the cancellation, a public offer to
purchase pursuant to the provisions of Article 8, section III of the "General
provisions applicable to the securities issuers and other participants of the
securities market", issued by the National Banking and Securities Commission.

     In the event that, prior to the cancellation of the registration in the
National Securities Registry, after the public offer has been made, the
shareholders referred to in the preceding paragraph cannot acquire 100% (one
hundred percent) of the paid-in capital, such shareholders must transfer to a
trust for a minimum term of 6 months enough resources to purchase, at the same
price of the offer, the shares of the shareholders that did not tender their
shares.

     Any amendments to this Article of the bylaws requires the prior approval of
the National Banking and Securities Commission and the resolution of an
extraordinary shareholders' meeting adopted by a minimum voting quorum of 95%
(ninety-five per cent) of the capital entitled to vote.

     ARTICLE NINE. REPURCHASE OF SHARES.(1)

     The Company may acquire, with prior agreement from the Board of Directors,
the shares representing its capital stock or negotiable instruments that
represent such shares, without the prohibition set forth under the first
paragraph of Article 134 of the General Law of Business Entities being
applicable, provided that:

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(1)  Article 56 of the new Securities Market Law


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     1. The acquisition is carried out in the Bolsa Mexicana de Valores, S.A. de
C.V. (the "Stock Exchange");

     2. The acquisition and sale, if any, in the Stock Exchange, is made at
market price, except when dealing with public offerings or auctions authorized
by the National Banking and Securities Commission;

     3. The acquisition is charged against its working capital, in which case
the shares may be kept by the Company itself, without need of making a reduction
of capital stock or, otherwise, if the acquisition is charged against the
capital stock, in which case the shares will be converted into unsubscribed
shares kept in the treasury, without need of a resolution by the shareholders'
meeting. The Company may convert the shares it acquires in terms of this Article
Nine into unsubscribed shares kept in the treasury;

     In any case, the Company must announce the amount of the subscribed and
paid-in capital when the amount of the authorized capital represented by the
issued and unsubscribed shares is publicly announced;

     4. The general ordinary shareholders meeting will expressly determine for
each fiscal year the maximum amount of resources that may be used to purchase
the Company's own shares or negotiable instruments that represent such shares,
with the only limitation that the sum or total of the resources that may be used
for such purpose may not exceed, at any time, the total balance of the net
profits of the Company, including retained profits;

     5. The Company is up to date in the payment of the obligations derived from
debt instruments issued and registered in the National Securities Registry that
the Company may have issued; and

     6. The acquisition and sale of shares or of negotiable instruments that
represent such shares may not, in any event, allow the surpassing of the
percentages referred under Article 54 of the Securities Market Law nor any
failure to fulfill the maintenance requirements of the listing of the stock
exchange in which the securities are traded.

     The Company's own shares and the negotiable instruments that represent such
shares pertaining to the Company or, if any, the shares issued and not
subscribed that are kept in the treasury, may be placed among the investing
public, without requiring in this case a resolution from the shareholders'
meeting or an agreement from the Board of Directors. For the purposes of this
paragraph, the provisions of Article 132 of the General Law of Business Entities
will not apply.

     As long as the shares belong to the Company, such shares may not be
represented nor voted in shareholders' meetings, nor may corporate or economic
rights of any kind be exercised, nor will the shares be considered as
outstanding for the purpose of determining the quorum and the votes in
shareholders' meetings.


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     The entities that are Controlled by the Company may not directly or
indirectly acquire shares that represent the capital stock of the Company or
negotiable instruments that represent such shares. Acquisitions made through
mutual funds are excepted from this prohibition.

     The provisions of this Article Nine will also apply to purchases or sales
of derivative financial instruments or options instruments based on shares that
represent the capital of the Company that may be paid in kind, in which case the
provisions of numerals (1) and (2) of this Article Nine will not apply to such
acquisitions or sales.

     The acquisitions and sales mentioned under this Article Nine, the reports
on such transactions that must be submitted to the shareholders' meetings, the
rules to reveal information and the form and terms in which such transactions
are disclosed to the National Banking and Securities Commission, the Stock
Exchange and investing public, will be subject to the general provisions issued
by the National Banking and Securities Commission.

     ARTICLE TEN. SHAREHOLDING LIMITS.

     The ownership by any person of the capital stock of the Company will be
subject to the following rules:

     1. Series "B" shareholders will not have any ownership limitation
whatsoever with regard to the shares representing such series; provided that the
acquisition of series "B" shares must be carried out in accordance with the
provisions of Article Twelve hereof and applicable law.

     2. Series "BB" shareholders will not have any ownership limitation with
regard to the shares representing such series; however, series "BB" shares may
only represent 15% (fifteen percent) of the outstanding capital stock of the
Company in accordance with Article Six of these bylaws.

     3. Series "BB" shareholders, whether individually or jointly with Related
Persons, may also own Series "B" shares without limitation, provided that the
acquisition of series "B" shares must be carried out pursuant to Article Twelve
hereof and applicable law.

     For the purposes of this Article and these bylaws, "Related Person" means,
with respect to the Company, a party that falls into any of the following: (i)
the persons that have Control or significant influence in an entity that forms
part of t he corporate group or consortium to which the Company belongs, as well
as the directors or managers or relevant officers of the entities that form part
of such group or consortium; (ii) the persons have executive authority in an
entity that forms part of a corporate group or consortium to which the Company
belongs; (iii) the spouse or concubine and blood or civil-law relatives up to
fourth degree or in-laws up to third degree, with individuals that fall into any
of the categories described under subsections (i) and (ii) above, as well as the
partners, owners and co-owners of the entities mentioned under such subsections
with which they have a business relationship; (iv) the entities that are part of
the corporate group or consortium to which the Company belongs, (v) the entities
over which any of the persons referred under subsections (i) to (iii) above
exercise Control or significant influence, (vi) with


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regard to the Company, the Strategic Partner, and (vii) with respect to the
Strategic Partner, the shareholders of and the Related Persons to such Strategic
Partner.

     For purposes of this Article and these Bylaws, "Control" will mean the
ability of a person or group of persons to do any of the following: (i) directly
or indirectly impose decisions in general shareholders' or owners' meetings or
any equivalent body or appoint or remove the majority of board members, managers
or equivalent officers of an entity, (ii) hold the rights that directly or
indirectly allow the voting of over 50% (fifty percent) of the capital of an
entity, (iii) directly or indirectly direct the management, strategy or
principal policies of an entity, whether through the ownership of securities,
under contract or otherwise.

     Any amendments to Articles Ten, Eleven and Twelve hereof and to the
distribution of stock provided under Article Six above, will require the
affirmative vote of the shares representing 85% (eighty five percent) of the
capital stock.

     ARTICLE ELEVEN. TRANSFER OF SERIES "BB" SHARES.

     The Series "BB" shares may only be transferred, after such are converted
into Series "B" shares of the respective class, in accordance with the following
rules: (i) up to 51% (fifty-one per cent) of the shares representing Series "BB"
after December 18, 2008, that is after a term of 10 (ten) years counted as of
the date of acquisition of the respective Series "BB" shares (the "Ten-Year
Waiting Period"); and (ii) up to 49% (forty-nine per cent) of the shares
representing Series "BB" without restrictions. The restriction referred under
subsection (i) above will not be applicable if prior authorization is obtained
from the Ministry of Transportation and Communication (the "SCT").

     After the Ten-Year Waiting Period lapses, the Series "BB" shareholder or
shareholders may sell every year, up to one fifth of such 51% (fifty-one per
cent) of the Series "BB" shares representing the capital stock that they hold.

     In the event that, after the Ten Year Waiting Period lapses, the Series
"BB" shareholders wish to convert such shares into Series "B" shares for
subsequent transfer, they will notify their decision to the Board of Directors
of the Company, which within the following 15 (fifteen) business days will
exchange the corresponding share certificates.

     ARTICLE TWELVE. PUBLIC OFFERINGS.

     If the Company's stock is traded in a stock exchange and applicable law
requires that a voluntary or forced public offering is made, the following will
apply:

     1. The person or group of persons that intend to acquire or obtain through
any means, whether directly or indirectly, ownership of 30% (thirty percent) or
more of the ordinary shares of the Company, through one or more transactions of
any nature, whether simultaneous or successive, will be bound to make the
acquisition through public offer in terms of applicable law and in accordance
with the following:


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          a. The offer will include the different series of shares of the
     Company;

          b. The consideration offered must be the same, regardless of the class
     or type of share;

          c. The offer will be made (i) for the percentage of the capital stock
     of the Company equivalent to the proportion of ordinary shares that a party
     intends to acquire in relation with the total thereof or for 10% (ten
     percent) of such capital, whichever is higher, provided the offeror limits
     its final ownership due to the offer to a percentage that does not imply
     obtaining Control or (ii) for 100% (one hundred percent) of the capital
     stock when the offeror intends to obtain Control.

     2. The offer will indicate the maximum number of shares it covers and, if
applicable, the minimum number of shares to whose acquisition it is conditioned.

     3. The offeror may not pay, deliver or provide any consideration that
implies a bonus or overprice to the amount of the offer, in favor of any person
or group of persons related to the offeree.

     The limitation provided under this numeral 3 will not include the payment
of consideration derived from the execution of agreements or covenants related
with the offer (including, without limitation, assignment agreements,
termination agreements or any other kind of agreement that the Company must
execute with the Strategic Partner with respect to agreements executed between
such parties) that bind a person to positive or negative covenants for the
benefit of the offeror or the Company, provided such agreements have been
approved by the Board of Directors of the Company, taking into account the
opinion of the Auditing Committee and have been previously disclosed to the
investing public.

     4. The public offerings referred under numeral (1) above will require prior
approval from the majority of the members of the Board of Directors appointed
for each one of the series of shares that represent the capital stock of the
Company.

     In case that through the public offering, the offeror intends to acquire
Control of the Company, the provisions of the Securities Market Law relative to
shareholders' meetings and shareholders' rights, insofar as they do not conflict
with the provisions of this Article Twelve, will apply to the approval procedure
of the Board of Directors.

     For the purposes of the above, the following will be observed:

          a. The offeror must inform the Company, through the Board of
     Directors, the terms and conditions of the offer it intends to make (the
     "Offer Notice").

          b. Immediately after it receives the Offer Notice, the Board of
     Directors must (i) transmit to the Stock Exchange a relevant notice in
     terms of applicable legal provisions, and (ii) place it at all of the
     shareholders' disposal.


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          c. The Board of Directors must prepare, considering the opinion of the
     Auditing Committee, its opinion with regard to (i) the price and/or
     consideration offered, (ii) the other terms and conditions of the offer,
     and (iii) the conflicts of interest, if any, that each member of the Board
     of Directors may have with respect to the offer.

          d. The Board of Directors may include in the opinion mentioned under
     section (c) above, the opinion of an independent expert retained by the
     Company.

          e. The Board of Directors will provide to the investing public through
     the Stock Exchange, the opinions mentioned under sections (c) and (d)
     above, as applicable, within 3 (three) months after receipt of the Offer
     Notice, at the latest.

          f. The members of the Board of Directors and the Chief Executive
     Officer of the Company must disclose to the investing public, along with
     the opinions mentioned above, as applicable, the decision they will take in
     connection with their own shares.

     5. If the Board of Directors approves the terms and conditions of the
offer, the offeror must obtain authorization (express or implied) from the SCT
with respect to the "change in control" prior to the beginning of the
acquisition public offer.

     For the purposes of this numeral (5) exclusively and in accordance with the
provisions under Article 23 of the Airports Law, it will be deemed that a person
or group of persons acquires control when they own 35% (thirty five percent) or
more of the certificates that represent the capital stock of the Company, have
control of the general shareholders' meeting, are able to appoint the majority
of the members in charge of management, or otherwise control the Company.

     6. In the event that before the public offer begins, the series "BB"
shareholders express their interest to accept the offer (without this implying a
duty to participate once the offer begins), the beginning of the offer will be
conditioned to obtaining the necessary authorizations from the SCT, including,
without limitation, the authorization mentioned under Article Eleven, as well as
those relative to the substitution of any of the partners or owners of the
Strategic Owner, in its respective capacities of Mexican Partner and Airport
Partner.

     7. In the event the Board of Directors approves the terms and conditions of
the offer, the offeror must carry out all other necessary actions in order to be
able to make such offer. The above includes, without limitation, obtaining the
necessary government authorities, as well as providing the notices that may be
required under applicable law.

     The criteria that the Board of Directors will consider to issue its
resolution will be the obtaining of the authorizations referred under numerals
(5), (6) and (7) above.

     For the purposes of the provisions of this Article Twelve and if necessary,
the Company will work with the offeror to obtain the necessary authorizations
and provide the required notices.


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     ARTICLE THIRTEEN. INCREASES AND REDUCTIONS OF THE CAPITAL STOCK.

     With the exception of the capital reductions provided for in Article Nine,
the minimum fixed capital increases and decreases must be approved by the
extraordinary shareholders' meeting, subject to the provisions of these Bylaws
and the General Law of Business Entities.

     The increases or decreases to the variable portion of the capital stock
must be approved by an ordinary shareholders' meeting that fulfills the voting
requirements established herein, the minutes of which must be formalized before
a public certifying official, without having to record such in the Public
Registry of Commerce. Formalization before a notary public will not be necessary
when the shareholders exercise their right of withdrawal.

     In terms of Article 53(2) and other applicable articles of the Securities
Market Law, the Company may issue unsubscribed shares that will be kept in the
Treasury, to be subsequently subscribed by the investing public, provided that
(i) the general extraordinary shareholders' meeting approves the maximum amount
of the capital increase and the conditions in which the corresponding placements
of shares must be made, (ii) the subscription of issued shares is made through
public offer, after registration in the National Securities Registry, complying,
in either case, with the provisions of the Securities Market Law and other
general provisions arising in connection therewith, and (iii) the amount of the
subscribed and paid-in capital of the Company is announced when the Company
makes the authorized capital represented by the issued and unsubscribed shares
public. The preferential subscription right provided under Article 132 of the
General Law of Business Entities will not be applicable to capital increases
through public offers.

     In the event of a capital increase, the shareholders will have a
preferential right to subscribe such increase, in proportion to the number of
shares held by each at the time o the increase is approved,, pursuant to the
provisions of Article 132 of the General Law of Business Entities, as
established hereinafter, unless: (a) the subscription offer is made under the
provisions of Article 53 of the Securities Market Law, or, (b) when dealing with
an issuing of shares kept in the Treasury for conversion of debentures in terms
of Article 210 bis of the General Law of Negotiable Instruments and Credit
Transactions.

     Capital increases may be effected under any of the situations referred
under Article 116 of the General Law of Business Entities, by means of payment
in cash or in kind, or by capitalization of liabilities or reserves of the
Company or charged against any account of the working capital Due to fact that
the stock certificates of the Company do not state the par value, it will not be
necessary to issue new share certificates in the event of capital increases as a
result of the capitalization of premiums on shares, capitalization of retained
earnings or capitalization of reserves of valuation or revaluation, unless so
required by the shareholders' meeting approving such increase and on the terms
of article 53 and other applicable articles of the Securities Market Law and 210
bis of the General Law of Negotiable Instruments and Credit Transactions.

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(2)  Article 53 of the new Securities Market Law


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     No new shares may be issued until the shares previously issued shall have
been fully paid.

     The preferential right established in this Article must be exercised by
means of the subscription and payment of the shares issued to represent the
increase within the term of 15 (fifteen) business days after the publication
date of the resolution of the shareholders' meeting authorizing the capital
increase in the Official Gazette of the Federal District.

     Notwithstanding the foregoing, if the entire number of shares into which
the capital stock is divided were represented at the meeting, such 15 (fifteen)
business day term will be counted as of the date when such meeting is held and
the shareholders will be deemed to have been notified of the resolution at such
time. In this case, publication of the respective resolutions will not be
necessary.

     Any increase of the variable portion of the capital stock must be recorded
in a Capital Variations Registration Book that the Company will keep for such
purpose.

     The capital stock may be decreased by resolution of the general
shareholders' meeting in accordance with the rules of this Article, as well as
in the separation situations referred under Article 206 of the General Law of
Business Entities. Decreases to the minimum fixed portion of the capital will
require a resolution by a general extraordinary shareholders' meeting and
consequently, an amendment to Article Six of these Bylaws, in which case the
provisions of Article 9 of the General Law of Business Entities must be
followed, unless the capital decrease is made only to absorb losses.

     Shareholders that hold shares representing the variable portion of the
capital stock of the Company will not have the right of withdrawal referred
under Article 220 of the General Law of Business Entities.(3)

     Capital stock decreases may be effected to absorb losses, to reimburse the
shareholders for their contributions or to release them from payments not made,
as well as in the cases provided under Article 206 of the General Law of
Business Entities.

     Capital stock reductions to absorb losses or through reimbursement to
shareholders will be made proportionally in the minimum fixed and in the
variable portions of the capital and in both series of shares. In the event the
shareholders agree by unanimous vote, capital reductions for reimbursement to
the shareholders may be made in different proportions or only in favor of the
shareholders that so decide.

     In no event may the capital stock be decreased to less than the minimum and
any decrease of the variable portion of the capital stock must be recorded in
the Capital Variations Registration Book that the Company will keep for such
purpose.

     ARTICLE FOURTEEN. INVESTING BY SUBSIDIARIES.

----------
(3)  Article 50 of the new Securities Market Law


                                       12

<PAGE>

     The Subsidiaries of the Company, as defined in the "General provisions
applicable to the securities issuers and other participants of the securities
market", issued by the National Banking and Securities Commission, may not,
directly or indirectly, invest in shares of the Company, nor of any other
company to which the Company is a subsidiary, except in the case that such
Subsidiaries acquire shares of the Company to comply with share options or sales
plans created or that may be granted or designed in favor of employees or
officers of such companies or the Company itself according with the rules
established in the Securities Market Law and in the "General provisions
applicable to the securities issuers and to other participants of the securities
market", provided the number of shares acquired for such purpose does not exceed
15% (fifteen per cent) of the total outstanding shares of the Company.

                            MANAGEMENT OF THE COMPANY

     ARTICLE FIFTEEN. COMPOSITION.

     The management of the Company will be entrusted to a Board of Directors
consisting always of a minimum of 7 (seven) and a maximum of 11 (eleven)
members. The Board of Directors must, at all times, be composed of an odd number
of members and at least 25% (twenty-five percent) must be independent in
accordance with the Securities Market Law and the general provisions issued by
the National Banking and Securities Commission.

     Every shareholder or group of shareholders of Series "B" shares that owns
10% (ten percent) of the capital stock, may appoint, in accordance with Article
144 of the General Law of Business Entities, one member of the Board of
Directors. The shareholders of Series "BB" shares will have the right to appoint
2 (two) members and their respective alternates in accordance with the
provisions of Article Six of these bylaws. The Board members appointed by the
minority of shareholders may only be revoked when all others are revoked.

     For the appointment of the members of the Board of Directors of the
Company, the shareholders will observe the following:

     If the Nomination and Compensation Committee of the Company does not
propose to the Annual General Ordinary Shareholders' Meeting the ratification
for the following year of the members of the Board of Directors previously
appointed by the Series "B" shareholders, it must present to the Annual General
Ordinary Shareholders' Meeting a list of the names of the candidates proposed to
form part of the Board of Directors of the Company (with the exception of the
members of the Board of Directors that the Series "BB" shareholders appoint).
The Nomination and Compensation Committee will always propose at least 7 (seven)
candidates (who may be Board members in office at such time), among which there
must be at least 3 (three) independent candidates.

     The list of the names of the candidates for the Board of Directors that the
Nomination and Compensation Committee submits to the shareholders' meeting must
be made available to the shareholders, together with the report referred under
Article 172 of the General Business Companies Law, with due time in advance as
provided under Article 173 of such Law and the shareholders will have the right
to obtain a copy of the list if they so request. The nomination of


                                       13

<PAGE>

a candidate by the Nomination and Compensation Committee must include a document
that states (i) the acceptance of the individual to be a candidate, (ii) that
such individual does not have any impediment to hold the office for which such
person is proposed in accordance with the provisions of this Article.

     In each shareholders' meeting that decides on the appointment of the
members of the Board of Directors, the first to be appointed will be members of
the Board of Directors that are elected by: (i) the series "BB" shareholders,
and (ii) the series "B" shareholders or group of shareholders that represent 10%
(ten percent) of the capital stock. In the event the latter do not wish to
exercise this right and the Nominations and Compensation Committee has proposed
the ratification of the board members previously appointed by the series "B"
shareholders, then the shareholders' meeting will ratify such board members.
However, if despite the proposal of the Nominations and Compensation Committee
to ratify the board members previously appointed by the series "B" shareholders,
during a shareholders' meeting in which any series "B" shareholder or group of
shareholders that represents 10% (ten percent) of the capital stock, exercising
the right established under these bylaws, appoints a member of the Board of
Directors, a new general ordinary shareholders' meeting must be called within 30
(thirty) calendar days following the date of the Annual General Ordinary
Shareholders' Meeting, in which the Nominations and Compensation Committee will
present the list of candidates referred in the two preceding paragraphs. In such
new meeting, the board members will be appointed as follows: When the series "B"
shareholders or group of shareholders that represent 10% (ten percent) of the
capital stock and the series "BB" shareholders have appointed fewer than 7
(seven) members of the Board of Directors, the majority of the series "B"
shareholders must elect from the list of candidates the number of members
necessary to obtain a total of 7 (seven) members of the Board of Directors. When
exercising their rights as series "B" shareholders or group of shareholders that
represent 10% (ten percent) of the capital stock and the shareholders of series
"BB" shares, a total of 7 (seven) members have been appointed, the majority of
the series "B" shareholders will appoint 2 (two) additional members. When
exercising their rights as series "B" shareholders or group of shareholders that
represent 10% (ten percent) of the capital stock and the shareholders of series
"BB" shares, more than 7 (seven) members have been appointed, the majority of
the series "B" shareholders will appoint one or two members as necessary to
obtain an odd number of members. The appointment of the members from the list
will be approved by the majority of votes of series "B" shareholders present at
the meeting, including those that had previously voted due to their ownership of
10% (ten percent) of the Company's capital stock.

     In appointing the members of the Board of Directors, those members having a
Conflict of Interests with the Company or its subsidiaries, shall not be
considered. For the purposes of these bylaws, it will be understood that a
"Conflict of Interests" exists in the case of individuals that have with a
person or company (a) any direct or indirect right or interest with respect to
earnings or losses, or (b) a dependent or subordinate relationship, and such
person or company maintains commercial trade with the Company or its
subsidiaries of more than $400,000.00 (four hundred thousand U.S. dollars) or
that represent more than 5% (five percent) of the total annual consolidated
revenues in the last fiscal year. There will be no Conflict of Interest with
respect to the appointment of the members of the Board of Directors by the
Series "BB" shareholders when such appointment involves officers or members of
the Board of Directors of the Strategic Partner or its Related Persons.


                                       14

<PAGE>

     The members of the Board of Directors and their alternates, as the case may
be, will be persons with known experience, they may or may not be shareholders;
they may be re-elected; and they will receive the compensation determined by the
ordinary shareholders' meeting as per the proposal of the Nomination and
Compensation Committee.

     The members of the Board of Directors and their substitutes, as the case
may be, will remain in office even if the term for which they were appointed has
concluded or if they have resigned, for a term of 30 (thirty) calendar days, if
a new officer has not been appointed or when such new officer does not take
office, without being subject to the provisions of Article 154 of the General
Law of Business Entities.(4)

     The Board of Directors may appoint temporary members, without holding a
shareholders' meeting, when any of the situations mentioned in the preceding
paragraph or under Article 155 of the General Law of Business Entities occur.
The ratification of temporary Board members or the appointment of new Board
members will be carried out in the following Annual General Ordinary
Shareholders' Meeting as provided under this Article Fifteen.

     The general shareholders' meeting may establish a duty for the members of
the Board of Directors and their substitutes, if any, to post bail to secure any
liability they may incur in their performance. For such purposes the guaranteed
amount will be determined by the Nominations and Compensations Committee.

     ARTICLE SIXTEEN. CHAIRMAN AND SECRETARY.

     The members of the Board of Directors will be designated at a shareholders'
meeting. The Chairman and the Secretary of the Board of Directors will be
designated by the majority vote of the shareholders. The Chairman of the Board
of Directors will have a tie-breaking vote in the event of a tie.

     The Secretary of the Board of Directors will not form part of such
corporate body and will be subject to the duties and responsibilities provided
under the Securities Market Law.(5)

     ARTICLE SEVENTEEN. AUTHORITY.

     The Board of Directors will have the legal authority to act on behalf of
the Company and represent it, and therefore, will have the powers and authority
set forth below, subject to any voting requirements or other provisions of these
Bylaws:

     1. Power of attorney for lawsuits and collections that is granted with all
general and special powers that may require special provision under law.
Therefore, it is granted without any limitation whatsoever, pursuant to the
provisions of the first paragraph of Article 2554 and Article 2587 of the
Federal Civil Code and their corresponding provisions in the Civil Codes for the
other States of the Mexican Republic and for the Federal District, being,
consequently, empowered to institute or withdraw from amparo proceedings; to
file criminal lawsuits and to

----------
(4)  Article 24 of the new Securities Market Law.

(5)  Article 24 of the new Securities Market Law.


                                       15

<PAGE>

withdraw them; to collaborate with the Public Prosecutor and grant pardon, if
allowed under law; to settle; to submit to arbitration; to make and answer
depositions and interrogatories; to challenge judges, receive payments, and
perform all the other acts expressly determined by law, among which is the
representation of the Company before criminal, civil, administrative and labor
authorities and courts.

     2. Power of attorney for management in accordance with the provisions of
the second paragraph of Article 2554 of the Federal Civil Code and its
corresponding provisions in the Civil Codes for the other States of the Mexican
Republic and for the Federal District in order to carry out the corporate
purpose of the Company.

     3. General power of attorney for lawsuits and collections in labor matters,
pursuant to the provisions of articles 2554 and 2587 of the Federal Civil Code
and the corresponding provisions of the Civil Codes for the other States of the
Mexican Republic and for the Federal District, to represent the Company,
including without limitation, before labor authorities and courts, local or
federal, in particular before the administrative labor boards (Juntas de
Conciliacion y Juntas de Conciliacion y Arbitraje), as well as before the
Ministry of Labor and any other administrative, criminal, labor and civil courts
and authorities, being expressly authorized to participate in proceedings
related to labor claims and amparo proceedings, and to make and answer
interrogatories and depositions and carry out all acts on behalf of the Company
as its legal representative.

     4. General power of attorney for management in labor matters pursuant to
Articles 692, 786, 866 and other applicable Articles, as well as Article 870 of
the Federal Labor Law, and to appear before the labor authorities in labor
matters in which the Company may be a party or a third interested party, both at
the initial stage and any subsequent stage and to answer interrogatories and
depositions.

     5. Power of attorney for acts of ownership, in accordance with the
provisions of the third paragraph of Article 2554 of the Federal Civil Code and
its corresponding provisions in the Civil Codes for the other States of the
Republic and of the Federal District.

     6. Power of attorney to issue, endorse and execute negotiable instruments
according to the terms of Article Nine of the General Law of Negotiable
Instruments and Credit Transactions.

     7. Authority to open bank accounts in the name of the Company, draw from
them and to appoint the persons who may draw from such bank accounts.

     8. Authority to participate in the preparation of strategic planning of the
Company.

     9. Power to authorize changes in the Company's policy with respect to the
financial structure, products, market development and organization.

     10. Authority to oversee the Company's compliance with corporate practices
established in the General Law of Business Entities, the Securities Market Law
or any other


                                       16

<PAGE>

overruling regulations, as well as these bylaws and the protection of the
minority rights provided thereby.

     11. Authority to call Shareholders' Meetings and to carry out their
resolutions.

     12. Authority to grant general or special powers of attorney according to
the terms of this Article with or without authority to delegate, as well as to
revoke the powers of attorney it may grant.

     13. Authority to establish Special Committees deemed necessary for the
development of the operations of the Company, determining the authority and
duties of such Committees; with the understanding that such Committees will not
have any authority that according to the Law or these bylaws exclusively
corresponds to the Shareholders' Meeting or to the Board of Directors.

     14. Authority to approve, when proposed by the Operating Committee of the
Company, the Company's and its subsidiaries annual budget, as well as the master
development program for the airports operated by such subsidiaries.

     15. Authority to approve the acquisition or sale of shares, or to exercise
a withdrawal right in any subsidiary of the Company, after obtaining prior
authorization from the general ordinary shareholders' meeting in the following
events: (a) when the purchase or sale price of another company's shares whose
corporate purpose or activities are not similar to the Company's, whether by
means of one or several simultaneous or successive acquisitions, exceeds 20%
(twenty percent) of the Company's working capital in accordance with the last
financial statement of the Company; and (b) when the exercise of the withdrawal
right in variable capital companies whose corporate purpose or activities are
not similar to the Company's, whether by means of one or several simultaneous or
successive acts, represents the reimbursement of shares whose value exceeds 20%
(twenty percent) of the Company's variable capital in accordance with the last
financial statement of the Company.

     16. Non-assignable power to authorize the temporary acquisition of the
Company's stock placed in securities markets as provided in Article Nine of
these bylaws.

     17. In general, authority to carry out all the acts authorized by these
bylaws or which may be a consequence thereof.

     ARTICLE EIGHTEEN. DUTIES.

     In order to fulfill the purposes of the Board of Directors of the Company,
such Board will have the following duties:

      (i) To approve the financial statements of the Company and its
          subsidiaries and submit such statements the shareholders' meeting of
          the Company;

     (ii) To approve the 5-year master development program for the airports
          operated by the Company's subsidiaries, which will be filed for
          approval with the SCT, as well as to approve its amendments;


                                       17

<PAGE>

    (iii) To approve the business plan and annual investment budget for each
          fiscal year;

     (iv) To approve the capital investments not contemplated within the annual
          budget approved for each fiscal year;

      (v) To approve the sale of fixed assets of the Company or its
          subsidiaries, whether individually or jointly worth more than
          $2,000,000.00 (two million U.S. dollars);

     (vi) To be able to determine the manner in which the Company will vote its
          shares in the shareholders' meetings of its subsidiaries, taking into
          consideration the proposal, if any, that the Company's Operating
          Committee submits for these purposes;

    (vii) To propose capital increases in the Company to the shareholders;

   (viii) To propose capital increases in the subsidiaries of the Company;

     (ix) To approve any sale of shares representing capital stock of the
          subsidiaries of the Company;

      (x) To acquire and sell shares representing capital stock of companies,
          except for: (a) the acquisition of shares and/or securities issued by
          investment companies, and (b) the acquisition of securities through
          investment companies (mutual funds);

     (xi) To approve and amend the management structure of the corporate group
          to which the Company belongs;

    (xii) To establish new committees and confer authority to such, or amend
          the authority of existing committees;

   (xiii) To incur any indebtedness, whether by means of direct loans or
          financial leases, whose annual amount exceeds $5,000,000.00 (five
          million U.S. dollars), or exceeds the indebtedness level established
          in the annual business plan, which shall be, at least, according to a
          ratio debt/capital equal to 50/50%, understanding, total debt/total
          working capital;

    (xiv) To approve and submit proposals to the shareholders' meeting of the
          Company regarding (a) the dividends policy of the Company, if any and
          (b) the application of the Company's profits, if any;

     (xv) To appoint the Chief Executive Officer from among the candidates
          proposed by the members of the Board of Directors appointed by the
          series "BB" shareholders, pursuant to section (i) of Article Nineteen
          hereof.


                                       18

<PAGE>
    (xvi) To remove the Chief Executive Officer for just cause;

   (xvii) To determine the total compensation of the Chief Executive Officer;

  (xviii) To determine the policies for the total compensation of the
          first-level management officers;(6)

    (xix) To propose persons to the shareholders' meeting to form part of the
          Auditing and Nominations and Compensations Committees;

     (xx) To appoint members of the Operating Committee and their substitutes
          and of the Acquisitions and Contracts Committee, provided that the
          members of the Board of Directors appointed by series "BB"
          shareholders will have the right to appoint two (2) of the members of
          the Operating Committee and one member of the Acquisitions and
          Contracts Committee;

    (xxi) To exercise the general powers and authority of the Company to
          fulfill its corporate purpose;

   (xxii) In the event that the Board of Directors does not approve any of the
          Operating Committee's proposals pursuant to Article Twenty-Six below,
          the Board of Directors will require the Operating Committee to submit
          once again the proposals to the Board for approval, after having
          incorporated the comments that the Board of Directors may have made to
          such proposals;

  (xxiii) To appoint the provisional board members, without holding a
          shareholders' meeting, when any of the situations provided under
          Article Fifteen hereof or under Article 155 of the General Law of
          Business Entities(7) occurs;

   (xxiv) To retain the external auditing firm of the Company that the
          Auditing Committee designates in accordance with Articles Twenty- Nine
          and Forty Nine hereof;

    (xxv) To approve public offers in terms of Article Twelve hereof.

     The resolutions referred to in paragraphs (i) to (xv) of this Article
Eighteen will require the favorable vote of the members of the Board of
Directors appointed by the Series "BB" shareholders.

     ARTICLE NINETEEN. RIGHTS OF SERIES "BB" SHAREHOLDERS.

----------
(6)  Article 28 (III)(d) of the new Securities Market Law.

(7)  Article 24 of the new Securities Market Law.


                                       19

<PAGE>

     The members of the Board of Directors appointed by Series BB shareholders
will be entitled to make the proposals and appointments set forth below:

      (i) Presentation to the Board of Directors of the name or names of the
          candidates for appointment as Chief Executive Officer of the Company;

     (ii) Removal of the Chief Executive Officer of the Company;

    (iii) Appointment and removal of half of the first-level management
          officers in accordance with the Technical Assistance Agreement;

     (iv) Appointment of 2 (two) members of the Operating Committee and their
          substitutes and at least one member of the Acquisitions and Contracts
          Committee and its substitute; and

      (v) Determination of the composition of the Operating Committee with
          persons that do not belong to the Company's corporate group, that are
          not members of the Board of Directors of the Holding Company or
          officers of the Company's corporate group.

     ARTICLE TWENTY. BOARD MEETING NOTICES.

     The notices of calls to Board of Directors meetings must be made in writing
by the Chairman, the Secretary or by 25% (twenty five percent) of the members of
the Board or, otherwise, by the President of the Auditing Committee,(8) and must
be delivered personally, via certified mail with return receipt requested, via
fax or by any other means agreed upon by the members, to the other Board members
at least 5 (five) business days prior to the date proposed to hold the meeting.
Meeting notices must specify all of the matters to be discussed by the Board and
the supporting documentation that may be required, if any, including updated
financial documentation. The Board will be authorized to consider or act with
respect to any matter not specified in the notice when all members of the Board
of Directors or their substitutes, if any, are present. Notices of calls to
meetings will not be necessary if all of the members of the Board of Directors
(or their substitutes, if any) are present in the meeting.

     In addition, the President, the Secretary or 25% (twenty five percent) of
the members of the Board, as well as the President of the Auditing Committee
will have authority to insert in the agenda the items for discussion that they
deem pertinent.(9)

     ARTICLE TWENTY-ONE. MEETINGS.

     The Board of Directors will meet whenever called, but at least once every 3
(three) months. The Meetings of the Board of Directors will take place at the
corporate domicile or at any other place within the Mexican Republic or abroad,
as determined in the meeting notice, provided that in order to meet at a place
other than the corporate domicile, the Chairman of the

----------
(8)  Article 27 of the new Securities Market Law

(9)  Article 27 of the new Securities Market Law


                                       20

<PAGE>

Board or at least three (3) members thereof will have to call the meeting. If
the Chairman is absent, the meeting will be presided by the Director designated
by majority vote of the attending members. If the Secretary should be absent
from the Meeting, then the person designated by the majority vote of the members
of the Board that are present will act as such. The minutes of the Board
meetings will be recorded into a Book kept exclusively for such purpose and will
be signed by the persons that served as Chairman and Secretary thereof. The
documents containing the resolutions adopted by the unanimous written consent of
the members of the Board of Directors in accordance with the terms of Article
Twenty-Three, will be attached to such Book, in accordance with the terms of
such Article.

     The copies or certificates of the minutes of meetings of the Board of
Directors and shareholders' meetings, as well as the entries contained in the
corporate books and records and, in general, of any document of the Company's
records, may be authorized and certified by the Secretary of the Board of
Directors.

     ARTICLE TWENTY-TWO. OPERATING RULES.

     In addition to any other provision contained herein with respect to the
operation of the Board of Directors, the following must be observed:

     1. At every Board meeting, the minutes of the immediately preceding meeting
must be submitted for the approval of the Directors.

     2. The Board will review the financial information of the Company and its
subsidiaries and the financial and commercial policies of the Company and its
subsidiaries, at least every three (3) months, through of the information that
the Auditing Committee determines, which may include:

          (a) internal financial statements, validated by the Chief Executive
          Officer of the corporate group to which the Company belongs, including
          the statement of results, the statement of financial position and the
          capital variations statement;

          (b) any projects for capital investments;

          (c) demand forecasts;

          (d) investment programs;

          (e) strategic plans;

          (f) labor policies;

          (g) information on technology used by the Company; and

          (h) coordination of environmental, legal and ethical aspects of the
          Company and its subsidiaries.


                                       21

<PAGE>

     3. The Board must prepare the report referred under Article 172 of the
General Law of Business Entities, in order to submit it for the approval of the
General Annual Ordinary Shareholders' Meeting, as well as the report of the
subsidiaries of the Company where the Company is the holder of the majority of
the shares, whenever the value of the investment in each one of them exceeds 20%
(twenty percent) of the working capital, according to the latest statement of
financial position of the subsidiary in question. In addition to the
requirements that the report on the Company must contain, in accordance with the
aforementioned provision, the report must include the following:

          (a) a description of the development of the business during the last
          fiscal year, comparing it with the immediately preceding fiscal year
          referred in the description:

          (b) a general description of the most important real property used to
          carry out its activities;

          (c) a list of the main markets where the shares representing the
          capital stock of the Company are traded and referring (i) the highest
          and lowest price of the shares per quarter in each market; (ii) the
          name of the shareholders that own 10% (ten percent) or more of the
          total capital stock of the Company; and (iii) the frequency and amount
          of the dividends declared in the last two fiscal years; and

          (d) a list of the names and ages of all members of the Board of
          Directors, of the Committees of the Company and of the officers of the
          first two levels of the corporate group to which the Company belongs,
          including (i) the amount of compensation and bonuses received by each
          one in the last fiscal year; (ii) a description of the stock plan that
          they may have; and (iii) a description of any incentive plan that they
          may have.

     4. The members of the Board of Directors that assist the Auditing Committee
and, if any, the members of such Committee who may have a Conflict of Interest
in any specific matter, must inform the Board of Directors or the aforementioned
Committee about such Conflict of Interests prior to any decision-making and must
abstain from deliberating and voting with respect to such matter. For purposes
of this paragraph, Conflict of Interest will mean the fact that a member of the
Board of Directors (i) has, personally or through any person with whom he/she
may have a blood or in-law up to the fourth degree, whether ascending or
descending, an ownership interest exceeding 5% (five percent) of the capital
stock of the party with which the Company plans to carry out any transaction;
(ii) has an in-law or blood relationship in a direct ascending or descending
line up to the fourth degree, with the person with whom the Company plans to
carry out a transaction; or (iii) is a member of the Board of Directors of the
party with which the Company plans to carry out a transaction. The person who
acts in violation of this rule will be responsible for any damages and losses
caused to the Company.

     The members of the Board of Directors will be responsible for the
resolutions they adopt with respect to matters referred to in the preceding
paragraph, except in the case established under Article 159 degrees of the
General Law of Business Entities.


                                       22

<PAGE>

     ARTICLE TWENTY-THREE. QUORUM.

     In order for a Board of Directors meeting to be valid, the attendance of
the majority of the members is required and in order for resolutions of the
Board of Directors to be valid, the favorable vote of the majority of its
members will be required, unless, in accordance with these Bylaws, the vote of
any specific member of the Board is required for the validity of any
resolutions.

     In accordance with the provisions of the last paragraph of Article 143 of
the General Law of Business Entities, the Board of Directors may validly adopt
resolutions, without it being necessary for the members to meet personally in a
formal meeting. The resolutions adopted outside meetings must be approved, in
all cases, by the favorable vote of all of the permanent members of the
corporate body in question or, in case of definite absence or incapacity of any
member, by the favorable vote of the respective substitute member, in accordance
with the following provisions: 1. The Chairman or Secretary, on his/her own
initiative, or per the request of any two permanent members of the Board of
Directors, must inform all of the permanent members or, as applicable, the
substitute members of the Board of Directors verbally or in writing, of the
resolutions intended to be adopted outside a meeting and the justification
thereof. Further, the Chairman will provide to all of them, in case they so
request, all the documentation and clarifications necessary for such purpose.
The Chairman may request the assistance of the Secretary or the Deputy
Secretary, to make the required communications; 2. In case that all of the
permanent members of the Board or, as applicable, the substitutes whose vote is
required, verbally state to the Chairman or to the members assisting him, their
consent to the resolutions or agreements submitted for their consideration, they
must confirm their consent in writing. The written confirmation must be sent to
the Chairman and the Secretary through any means that guarantees receipt thereof
within the following 2 (two) business days; 3. Once the Chairman and the
Secretary receive written confirmations from all the members of the Board of
Directors, they will immediately proceed to transcribe the minutes containing
such confirmations in the appropriate minutes book, which will contain all of
the resolutions adopted and which will be formalized with the signature of the
Chairman and the Secretary. The date of such minutes will be that on which the
verbal or written consent of all of the members of the Board of Directors was
obtained, even if at that time the written confirmations may not have been
received which, once received, must be incorporated to a file that the Company
will keep for such purpose.

     For these purposes, the Board of Directors may discuss any such matters via
telephone in order to resolve accordingly, in which case the Secretary will
prepare the minutes of the corresponding resolution, which will be valid once
signed by all of the members of the Board of Directors. The document containing
the resolutions adopted this way must be attached to the book referred under
Article Twenty-One of these bylaws.

                             LIABILITY OF DIRECTORS

     ARTICLE TWENTY-FOUR. DUTIES AND RESPONSIBILITIES OF THE MEMBERS OF THE
BOARD OF DIRECTORS.


                                       23

<PAGE>

     By having accepted the appointment, the members of the Board of Directors
of the Company will assume the duties of diligence and loyalty set forth under
Articles 29 to 37 and other applicable articles of the Securities Market Law.

     The responsibility system provided under Articles 29 to 37 and other
applicable articles of the Securities Market Law will apply to the management of
the Company.

     For purposes of the Securities Market Law, it will not be deemed that a
business opportunity corresponding to the Company or to other entities it
Controls or in which it has a significant influence is being exploited or taken,
when a member of the board of directors, directly or indirectly, carries out
activities relating to the same ordinary or normal line of business of the
Company itself or of the entities it Controls or in which it has a significant
influence, provided that, if such members are elected by the a shareholders'
meeting, it will be deemed that they have the necessary pardon from the Company
for all legal purposes.

     ARTICLE TWENTY-FIVE. ADDITIONAL LIABILITIES.

     In addition to the provisions of Article Twenty-Two and Twenty-four above,
once at least 51% (fifty-one percent) of the shares representing the capital
stock of the Company are placed among the investing public at large in a
domestic or international securities market or in both of them, the members of
the Board of Directors of the company will be liable to the Company and to the
shareholders for the acts set forth below, provided that the directors will have
the liabilities corresponding to them in terms of Mexican legislation as from
the date on which they take their respective offices:

     1. For the loss of over two thirds of the capital stock, which is a cause
for the dissolution of the Company, whenever such loss is the result of their
negligence, in which case, the directors will be liable to the Company for any
damages or losses to its assets, as well as those caused to the shareholders in
connection with the aforementioned dissolution, if such is declared.

     The respective action against the members of the Board of Directors may be
initiated by resolution of the shareholders' meeting and must relate to the
amount of the indebtedness of the Company. In any event, the liability for the
members of the Board of Directors includes only the liability to the Company and
not with respect to any other creditors or third parties, including tax
authorities.

     The members of the Board of Directors are liable to the shareholders in
particular, only with respect to any damages and losses to the assets of the
Company that are a consequence of acts carried out in excess of the scope of
their authority or in contravention of these bylaws.

     2. In accordance with articles 271, 272 and 273 of the Commercial
Insolvency Law, whenever the directors are responsible for the acts giving rise
to the insolvency.


                                       24

<PAGE>

     In the event that the bankruptcy is fraudulent, the Public Prosecutor will
be in charge of exercising the appropriate legal actions.

     3. For carrying out acts in excess of their authority.

     4. For the non-performance of their obligations under the law and these
corporate bylaws, in the understanding that such liability will be evaluated
based on the Securities Market Law.

     Further, the members of the Board will be jointly liable to the Company, in
the event that they fail to notify the surveillance body of the Company or the
shareholders' meeting, with respect to irregularities perpetrated by past
administrations, as soon as they have knowledge thereof.

     Any liability the administrators have to the Company may be validated by
means of (i) the express approval of the performance of their obligations by the
shareholders' meeting; (ii) the implicit approval of the statement of financial
position by the shareholders' meeting; or (iii) the execution, by the directors,
of the resolutions of the shareholders' meeting in strict observance of the
instructions received by it.

                               OPERATING COMMITTEE

     ARTICLE TWENTY-SIX. OPERATING COMMITTEE.

     The Company will have an Operating Committee to be made up of 4 (four)
members to be designated by the Board of Directors, pursuant to Articles
Eighteen and Nineteen hereof. The Operating Committee will be chaired by one of
the members of such Committee, which will be appointed by the members of the
Board of Directors appointed by the Series "BB" shareholders, who will have a
deciding vote in the event of a tie. The Operating Committee may have a
non-member Secretary designated by a majority vote.

     The Operating Committee will have the following duties and powers:

          1.   Preparation and presentation to the Board of Directors of the
               Company of the business plan and annual investment program;

          2.   Presentation of proposals to the Board of Directors of the
               Company with respect to (A) the dividend policy of the Company,
               if any and (B) the application of the profits of the Company, if
               any;

          3.   Preparation and presentation to the Board of Directors of the
               Company of the master development program of the airports that
               are operated by the Company's subsidiaries and any amendments
               thereto;

          4.   To propose to the Board of Directors of the Company the
               management and corporate structure of the group to which the
               Company belongs;


                                       25

<PAGE>

          5.   To propose to the Board of Directors alliances and associations
               with third parties with respect to the Main Business Line;

          6.   To make proposals to the Board of Directors as to how the Company
               will vote the shares representing the capital stock of the
               Company's subsidiaries in such subsidiaries shareholders'
               meetings, including those in which the airport administrators for
               the airports such subsidiaries have under concession are
               appointed, provided that the vote proposal must tend to comply
               with the master development plans;

          7.   Determination of the form of administration of the Company's
               subsidiaries;

          8.   Approval of Investments within the Main Business Line outside the
               annual budget under $2,000,000.00 (two million U.S. Dollars),
               provided that the respective acquisitions will be subject to the
               procedures established in these bylaws;

          9.   Determination of the labor policies and labor force other than
               the first managerial level that reports to the Chief Executive
               Officer.

     The Operating Committee will meet whenever called personally, via certified
mail with return receipt requested, via fax or through any other means agreed
upon by its members by the Chairman or by two (2) members of the Committee, but
in any event, it will meet at least once every two months and will always report
the activities of each meeting to the Board of Directors. The members of the
Committee will act as a collegiate body and their authority may not be delegated
to individuals such as Directors, managers, advisors, delegates, attorneys in
fact or other equivalent officers. The Operating Committee meetings will be
valid with the presence of at least three (3) of the members thereof on a first
call and subsequent calls and the resolutions will be valid when adopted by the
favorable vote of at least the majority of the attending members, provided that,
in the case of a tie, the Chairman will have a deciding vote. A member of the
Auditing Committee must always be called to Committee meetings who may opine but
who may not vote at such meetings.

                      NOMINATION AND COMPENSATION COMMITTEE

     ARTICLE TWENTY-SEVEN. INTEGRATION AND AUTHORITY.

     The Company will have a Nomination and Compensation Committee, which will
be composed by an odd number of members as appointed by the shareholders'
meeting, but at least one of its members must be elected by the Series "B"
shareholders and another must be elected by the Series "BB" shareholders. The
remaining members of the Nomination and Compensation Committee will be
designated by agreement of both members elected by the shareholders, and if
those members do not reach an agreement, the remaining members will be appointed
by majority vote at a shareholders' meeting. The members of the Nomination and
Compensation Committee will hold office for one year or until the persons
designated to replace them take office. The Chairman and Secretary will be
appointed by the majority vote of its members, and the Chairman


                                       26

<PAGE>

will have no deciding vote in the event of a tie. The Secretary may act as such
without being a member of the Committee. Such Committee will have the following
authority:

     1. To propose at the shareholders' meeting of the Company a list of the
names of the persons who, in its opinion, and after being interviewed by the
Committee, must be a part of the Board of Directors of the Company, in case the
current Board members upon the formation thereof are not ratified in their
positions by the shareholders' meeting. When selecting the candidates for the
Board of Directors, the Nomination and Compensation Committee must consider
persons of renowned experience in the main line of business of the Company, as
well as persons who do not have a Conflict of Interest Relationship therewith
and, insofar as it is necessary, that the candidates that they propose qualify
as independent advisors in accordance with applicable legislation;

     2. Submit for consideration to the Board of Directors of the company that
renders services to the corporate group to which the Company belongs, the names
of the individuals who, in its opinion, after being interviewed by the
Committee, should occupy the positions of the first hierarchical levels of the
Company's subsidiaries, and the area directors other than the officers
designated by the Series "BB" members of the Board of Directors;

     3. Propose to the shareholders' meeting or to the Board of Directors, as
appropriate, the compensation both for the members of the Board of Directors of
the Company and its subsidiaries, as well as for the officers of the first two
managerial levels of the Company's subsidiaries, including the Chief Executive
Officer and area directors;

     4. After hearing the opinion of, or based on the proposal of the Auditing
Committee, submit for consideration to the shareholders' meeting of the Company,
the removal of members of the Board of Directors of the Company as well as the
officers thereof;

     5. Carry out consultations that, if necessary, must be made to expert third
patties on the various business lines of the Company, in order to adopt any
decisions that may be required; and

     6. Submit to the Board of Directors and the shareholders' meeting a report
on its activities, at least every year, whenever requested, or whenever, in its
opinion, the Board of Directors and the shareholders' meeting should be made
aware of its activities.

     ARTICLE TWENTY-EIGHT. MEETINGS.

     The Nomination and Compensation Committee will meet at any moment when duly
called either personally, via certified mail with return receipt, via fax or
through any other means agreed upon by its members, by the Chairman or the
Secretary of the Board of Directors or any two (2) Board members, or by the
Chairman or the Secretary of the Nomination and Compensation Committee and will
inform the Board of Directors about its activities at each Board of Directors'
meeting.

     The Committee members will act as a collegiate body and their authority may
not be delegated to individuals such as Directors, managers, advisors,
delegates, attorneys in fact or


                                       27

<PAGE>

other equivalent officers. In order for the meetings of such Committee to be
considered duly convened, the presence of at least the majority of its members
will be required and the resolutions will be valid when adopted by the favorable
vote of at least the majority of its members. A member of the Auditing Committee
must always be called to Committee meetings who may opine but who may not vote
at such meetings.

                               AUDITING COMMITTEE

     ARTICLE TWENTY-NINE. SURVEILLANCE.

     The Board of Directors, through the Auditing Committee and the External
Auditor of the Company will be in charge of supervising the management,
conduction and carrying out of the businesses of the Company. All such bodies
will act within the scope of their respective authority, as provided under the
Securities Market Law.(10)

     In addition to the specific duties and authorities set forth under these
bylaws and the Securities Market Law for the Auditing Committee, such Committee
will have all the authorities and duties provided for the Corporate Practices
Committee under the Securities Market Law.

     The Company will not be subject to the provisions under Article 91, section
V of the General Law of Business Entities, nor under Articles 164 to 171, 172,
last paragraph, 173 and 176 of such Law.

     ARTICLE THIRTY. INTEGRATION AND AUTHORITY.

     The Auditing Committee will be composed exclusively of independent members
and by a minimum of three members appointed by the Board of Directors.

     The members of the Auditing Committee shall be in office for one year or
until the persons designated to replace them take office. For each permanent
member, a substitute will be appointed, who will only be able to substitute the
permanent member for whom he was appointed.

     When for any reason the minimum number of members of the Auditing Committee
does not exist and temporary members have not been appointed pursuant to Article
24 of the Securities Market Law, any shareholder may request the Chairman of the
Board of Directors to call, within the term of three calendar days, a general
shareholders' meeting to make the necessary appointments. If the meeting is not
called within such term, any shareholder may request any competent judicial
authority of the Company's domicile to call a meeting. If the meeting is not
held or if no appointment during the meeting, the judicial authority of the
Company's domicile, upon the request and proposal of any shareholder, will
appoint the members as appropriate, who will hold office until the general
shareholders' meeting makes the definitive appointment.(11)

----------
(10) Article 41 of the new Securities Market Law

(11) Article 25 of the new Securities Market Law


                                       28

<PAGE>

     The Auditing Committee will have the authority and duties set forth under
Articles 41, 42, 43 and other applicable articles of the Securities Market Law
with regard to the surveillance of the management, conduction and carrying out
of the Company's business.

     The Chairman of the Auditing Committee, will be appointed and/or removed
exclusively by the general shareholders' meeting, may not preside the Board of
Directors and must be elected based on his/her experience, recognized capacity
and professional prestige. The Chairman of the Auditing Committee must prepare
an annual report on the activities of such body and present it to the Board of
Directors. Such annual report must contemplate, at least, the following matters:

     (i) With regard to corporate practices: (a) Comments with respect to the
performance of relevant officers. (b) Transactions with related persons during
the period reported, detailing the characteristics of significant transactions.
(c) The complete compensation package of or total payments to the Chief
Executive Officer of the Company. (d) The permissions granted by the Board of
Directors to allow a director, relevant officer or person with executive
authority in terms of the Securities Market Law to take advantage of business
opportunity for himself/herself or third parties, in terms of Article 28,
section III, f) of the Securities Market Law.

     (ii) In auditing matters: (a) The state of the internal control and
internal auditing system of the Company and other entities Controlled by the
Company, and, if any, the description of their faults and deviations, as well as
of the areas that need improvement, taking into account the opinions, reports,
communications and the opinion of the external auditor, as well as the reports
prepared by the independent experts that may have provided their services during
the period covered by the report (b) The description and follow-up of preventive
and corrective measures implemented based on the results of the investigations
on the violation of operating and accounting guidelines and policies, whether of
the Company itself or of the entities it Controls. (c) An evaluation of the
performance of the entity that provides external auditing services, as well as
of the External Auditor in charge of such. (d) Description and assessment of the
additional or supplementary services that, if any, are provided by the entity in
charge of performing the external auditing, as well as those provided by
independent experts. (e) The principal results of the review of the financial
statements of the Company and of the entities it Controls. (f) The description
and effects of the amendments to the accounting policies approved during the
period covered by the report. (g) The measures adopted as a result of the
comments that are considered relevant, made by shareholders, directors, relevant
officers, employees and, in general, by any third party, with respect to the
accounting, internal controls and issued related with the internal or external
auditing or otherwise derived from reports of irregularities observed in the
management. (h) The follow-up of the resolutions of shareholders' meetings and
Board of Directors meetings.

     To prepare the reports mentioned under this Article, as well as the
opinions indicated under Article 42 of the Securities Market Law, the Auditing
Committee must hear the relevant directors; in case of having differing
opinions, such differing opinions will be included in the mentioned reports and
opinions.


                                       29

<PAGE>

     The Auditing Committee will have the following duties and authority:

     1. Request the opinion of independent experts in the cases it deems
convenient, to correctly perform it duties or when required by the Securities
Market Law or general provisions.

     2. Call shareholders' meetings and request the insertion in the agenda of
such meetings the items for discussion it deems appropriate.

     3. Oversee that internal controls and mechanisms (including, without
limitation, the approval of administrative procedures and internal control
regulations) are established that allow it to verify that the actions and
operations of the Company and of the entities it Controls, follow applicable
laws and provisions, as well as implement methods that permit reviewing
compliance with the above.

     4. Inform the Board of Directors of the situation or state of the internal
controls and mechanisms, as well as of the internal auditing of the Company or
of the entities it Controls, including any irregularities detected.

     5. Prepare the opinions on matters on which it is competent pursuant to the
Securities Market Law. Among others, the Auditing Committee will prepare the
opinion mentioned under Article 28, section IV, paragraph c) of the Securities
Market Law regarding the contents of the report presented by the Chief Executive
Officer and will submit it to the consideration of the Board of Directors for
its subsequent presentation to the shareholders' meeting, based upon the opinion
of the External Auditor, among other considerations. Such opinion must determine
at least:

          a.   If the accounting and information policies and criteria followed
               by the Company are adequate and sufficient, considering its
               particular circumstances.

          b.   If such policies and criteria have been consistently applied in
               the information presented by the Chief Executive Officer.

          c.   If as a consequence of (a) and (b) above, the information
               presented by the Chief Executive Officer reasonably reflects the
               financial situation and results of the Company.

     6. Assist the Board of Directors in the preparation of the reports
mentioned under Article 28, section IV, paragraphs d) and e) of the Securities
Market Law with respect to the principal accounting and information policies and
criteria, as well as the report on the operations and activities in which it was
involved in the performance of its duties pursuant to these bylaws and the
Securities Market Law.


                                       30

<PAGE>

     7. Supervise that the operations referred under Articles 28, section III
and 47 of such Law, are carried out in accordance with the provisions set forth
under such articles, as well as with the policies derived therefrom.

     8. Request the Board of Directors, the Committees, the relevant directors
and other employees of the Company or of the entities it Controls, to submit
reports on the preparation of the financial information and of any other
information it deems necessary to perform its duties.

     9. Investigate potential violations of which it is aware of, in connection
with the operations, operation guidelines and policies, internal control and
internal audit system and accounting records, whether in the Company or in the
entities it Controls, for which it must examine the documents, records and other
evidence, to the extent necessary to carry out such surveillance.

     10. Supervise compliance by the members of the Board of Directors and
officers of the Company and its subsidiaries of the provisions of these bylaws,
the bylaws of its subsidiaries and of the guidelines issued in accordance
herewith and therewith.

     11. Receive observations or comments from shareholders, directors, relevant
officers, employees and in general, from any third party regarding the matters
discussed in the preceding paragraph, as well as carry out the actions it deems
appropriate in connection with such observations.

     12. Establish and publish the procedures for the receipt, processing and
system of complaints received by the Company in connection with accounting,
internal accounting controls or matters related with audits, and the
confidentiality and anonymous presentation by Company employees of concerns
relating to questionable audits or accounting.

     13. Call periodic meetings with relevant officers, as well as provide any
kind of information relative to the internal auditing and control of the Company
or of the entities it Controls.

     14. Inform the Board of Directors of important irregularities detected
while performing its duties and, if any, of the corrective measures adopted or
propose measures that must be applied.

     15. Supervise that the Chief Executive Officer executes and complies with
the resolutions of the shareholders' meetings and meetings of the Board of
Directors, pursuant to the instructions given by such meetings or Board.

     16. Supervise compliance with the corporate practices established under the
General Law of Business Entities, the Securities Market Law or other laws or
provisions that substitute them, as well as under these bylaws and the
protection of the rights of the minorities established hereunder.


                                       31

<PAGE>

     17. Supervise that the activities of the members of the Board of Directors
and of the officers of the first two management levels of the Company and its
subsidiaries follow applicable legal provisions.

     18. Present recommendations to the Nominations and Compensations Committee
with regard to the removal of members of the Board of Directors of the Company
and its subsidiaries, as well as of the officers thereof, for violations to the
provisions of these bylaws or any law or regulation applicable to the Company.

     19. Appoint and remove the Internal Auditor of the Company and establish
the duties and authority of such officer.

     20. Discuss the financial statements of the Company with the persons in
charge of preparing and reviewing them, and based on the above, recommend the
Board of Directors to approve or reject such statements.

     21. Designate the External Auditor of the Company and propose the hiring of
such officer to the Board of Directors.

     22. Approve the procedures for the prior approval with respect to the
commitment of the independent auditors to provide auditing and non-auditing
services. The Auditing Committee must, in accordance with such procedures,
approve in advance all auditing and non-auditing services provided by
independent auditors, as required by any laws or regulations applicable to
securities markets where the Company's shares are quoted.

     23. Evaluate the performance of the person that provides external auditing
services, as well as review the opinions, reports or other information prepared
and delivered by the External Auditor. For such purpose, the committee may
require the presence of such External Auditor when it deems appropriate,
provided that it must meet with such External Auditor at least once a year.

     24. Review, together with the External Auditor, the financial information
that must be included in the Company's annual report, including the information
contained in the section "Comments and Analysis of the Management on the Results
of the Operation and Financial Situation of the Company", its judgment on the
quality, not only its agreement, with respect to the accounting principles, the
reasonableness of the opinions given in the preparation of the financial
statements and the clarity of the information presented therein. The Auditing
Committee must also discuss the results of the annual audit and any other
matters that the independent auditors must communicate to the Auditing
Committee.

     25. Prepare an annual report on its activities and submit it to the Board
of Directors.

     26. Review, together with independent auditors, any problems or
difficulties that the auditors encounter in connection with the annual audit or
any others, as well as any communication to the management of the Company sent
by the auditors and the response to such communication by the Company. Such
review must include (i) any restrictions on the scope of


                                       32

<PAGE>

the activities or access to the information required; (ii) any disagreements
with the management with regard to generally accepted accounting principles and
other matters; and (iii) significant adjustments to the financial statements
recommended by independent auditors and adjustments that were proposed but not
accepted, regardless of their relevance.

     27. It will have authority to (i) investigate any matter that calls its
attention with full access to all books, records, facilities and personnel of
the Company; (ii) have external legal counsel, accountants or other advisors
that assist the Auditing Committee and (iii) require any officer or employee of
the Company, the external advisors of the Company, the internal auditors,
auditing services providers or independent auditors to attend the Auditing
Committee meetings or to meet with any member of or advisor of the Auditing
Committee. The Company must grant sufficient funds to the Auditing Committee to
pay the fees of independent auditors and of any other advisors required by the
Company, as well as the necessary or reasonable administrative expenses incurred
by the Auditing Committee in performing its duties.

     28. All others provided under these bylaws and the Securities Market Law.

     ARTICLE THIRTY-ONE. MEETINGS.

     The Auditing Committee will meet at any time when duly called personally,
via certified mail with return receipt, via fax or through any other means
agreed upon by its members, by the Chairman or the Secretary of the Board of
Directors or any two members, or by the Chairman or the Secretary of the
Auditing Committee and it will inform the Board of Directors about its
activities at each of the Board of Directors' meetings.

     The members of the Committee will invariably act as a collegiate body and
their authority may not be delegated to individuals such as Directors, managers,
advisors, delegates, attorneys in fact or other equivalent officers. In order
for the meetings of such Committee to be considered duly convened, the presence
of at least the majority of the members thereof will be required and the
resolutions will be valid whenever adopted by the favorable vote of at least the
majority of the members thereof.

     ARTICLE THIRTY-TWO. DELEGATE.

     The Auditing Committee will designate from among its members a special
delegate, who will have authority to monitor the performance of the Strategic
Partner in connection with the obligations of the latter under the Technical
Assistance Agreement.

                      ACQUISITIONS AND CONTRACTS COMMITTEE

     ARTICLE THIRTY-THREE. INTEGRATION.

     The Board of Directors will appoint an Acquisitions and Contracts Committee
to be formed by the odd number of members that the shareholders' meeting agrees,
from which at least one member will be designated by Series "BB" shareholders.
The members of the Acquisitions


                                       33

<PAGE>

and Contracts Committee will hold office for a year or until the persons
appointed to replace them take office.

     The Acquisitions and Contracts Committee will meet at any moment when duly
called personally, via certified mail with return receipt, via fax or through
any other means agreed upon by its members, by the Chairman or the Secretary of
the Board of Directors or by any two of its members, or by the Chairman or
Secretary of the Committee itself and will inform the Board of Directors about
its activities in each Board of Directors' meeting.

     The members of the Committee will invariably act as a collegiate body and
their authority may not be delegated to individuals such as Directors, managers,
advisors, delegates, attorneys in fact or other equivalent officers. In order
for the meetings of this Committee to be considered duly convened, the presence
of the majority of its members will be required, and its resolutions will be
valid when taken by the favorable vote of at least the majority of its members.
A member of the Auditing Committee must always be called to Committee meetings
who may opine but who may not vote at such meetings.

     The Acquisitions and Contracts Committee will verify compliance with the
rules set forth below and, as applicable, approve the transactions or agreements
of acquisition of property or services, or contracting of works or sale of
assets which the Company or any of its subsidiaries intend to enter into, commit
or undertake (hereinafter, the "Transactions"). Such Transactions will be
subject to the following rules:

     1. Any individual or cumulative Transaction equal or greater than
$50,000.00 U.S. Dollars (Fifty Thousand U.S. Dollars) will be reported to the
Acquisitions and Contracts Committee of the Company.

     2. Any individual or cumulative Transaction equal to or higher than
$400,000.00 U.S. Dollars (Four Hundred Thousand U.S. Dollars) must be reported
prior to its execution to the Acquisitions and Contracts Committee, so that the
latter may approve such execution and, once it is approved, such Transaction
must be reported by the latter to the Board of Directors of the Company and,
whenever such Transaction is carried out with a Related Person or a Relevant
Shareholder, or exceeds the sum of $2,000,000.00 U.S. Dollars (Two Million U.S.
Dollars), the Board of Directors will report such Transaction to the
shareholders' meeting identifying the parties to the corresponding agreements.

     3. Additionally, any individual or cumulative Transaction equal to or
higher than $400,000.00 U.S. (Four Hundred Thousand U.S. Dollars) dollars will
be carried out after conducting a public bidding process for the respective
contract, in accordance with the rules determined by the Acquisitions and
Contracts Committee itself. All the procedures of the bidding process will be
supervised at all times by the Acquisitions and Contracts Committee.

     4. Any contract related to construction activities in the airports operated
by the subsidiaries of the Company or the purchase of assets and services not
included in the Technical Assistance Agreement in which the Strategic Partner or
Related Persons thereto may participate, will be valid with respect to the
Company when awarded after a bidding process where at least 3


                                       34

<PAGE>

(three) other contractors participate (the "Third Parties"), different from the
Strategic Partner or any Related Person thereto. In case of project contracts,
the Delegate of the Auditing Committee will perform the auditing supervision of
the works carried out through an independent project supervising company of
international recognition. In the event that in the bidding process the
Strategic Partner or the Related Persons thereto, if any, are under equal
circumstances as to price, quality and opportunity, the contract will be awarded
to a Third Party. The Acquisitions and Contracts Committee will establish the
standards to which the bidding process will be subject.

     5. The Acquisitions and Contracts Committee will not authorize the
execution of contracts with any persons against which (a) a lawsuit for damages
and losses may have been filed in terms of paragraph 9 below and who may have
been found at fault by a competent authority, or (b) with respect to which the
project supervising company referred to in paragraph 4 above may have reported
irregularities in the performance of any works and such irregularities have been
confirmed by the Acquisitions and Contracts Committee and reported at the
general shareholders' meeting. The limitation referred herein will be effective
for a term of 5 (five) years as of the date on which a competent authority ruled
against the relevant persons had or as of the date on which the irregularities
were reported to the Acquisitions and Contracts Committee, as applicable.

     6. No officer of the Company or its subsidiaries may carry out Transactions
equal to or higher than $400,000.00 U.S. Dollars (Four Hundred Thousand U.S.
Dollars), without the prior authorization from the Acquisitions and Contracts
Committee. Consequently, any Transaction in contravention of the foregoing will
be null and void; except in cases of emergency that justify such action, in
which the Chairman may carry out transactions or contract in a direct way the
services which may be necessary in amounts of up to $2,000,000.00 Dollars (Two
Million U.S. Dollars). In such cases the Chairman will be obligated to inform in
the next immediate meeting to Acquisitions and Contracts Committee the reasons
that justify such transaction.

     7. Any shareholder or group of shareholders of the Company who are holders
of shares representing 2% (two percent) or more of the capital stock, may
request and review, at any time, the details of the agreements submitted to the
general shareholders' meeting, in which case, the Board of Directors will make
available such documents to them within the next 15 (fifteen) business days and
for a term of 15 (fifteen) business days.

     8. The authorizations that the Acquisitions and Contracts Committee grants
with respect to the Transactions of the subsidiaries of the Company, will be
granted by the vote of the shares representing the capital stock owned by the
Company at the shareholders' meetings of such companies held for such purpose,
or by means of the execution of unanimous agreements in writing. For such
purpose, a general power of attorney for acts of administration will be granted
to the Acquisitions and Contracts Committee, on the terms of the second
paragraph of article 2554 of the Federal Civil Code.

     9. In the event that any shareholder of the Company or of the Strategic
Partner or any Related Person thereto executes a Transaction in contravention of
the above provisions, based on Articles 2028 and 2117 of the Federal Civil Code,
any shareholder or group of


                                       35

<PAGE>

shareholders holding at least 1% (one percent) of the capital stock may file a
lawsuit for damages and losses against any infringing shareholder and will be
entitled to request that a proceeding be filed against the officer who may have
acted in violation to the above. The assets which may be obtained as a result of
such claim will be received by the Company.

     For the purposes of this Article, "Relevant Shareholder" will mean any
person or group of persons who own or holds a direct or indirect interest of 5%
or more in the capital stock of the Company.

                                GENERAL DIRECTION

     ARTICLE THIRTY-FOUR. CHIEF EXECUTIVE OFFICER.

     The Chief Executive Officer will be in charge of the management, conduct
and carrying out of the businesses of the Company and of the entities it
Controls, following for such purpose the strategies, policies and guidelines
approved by the Board of Directors.

     The Chief Executive Officer, to perform his/her duties, will have full
authority and power to represent the Company in any act of management and any
lawsuits or collection procedures, including the special powers that require
special clause under law. Insofar as acts of ownership are concerned, the Chief
Executive Officer will have the powers that the Board of Directors determines.

     Notwithstanding the above, the Chief Executive Officer must:

     1. Submit to the Board of Directors for approval the business strategies of
the Company and of the entities it Controls, based on the information they
provide.

     2. Execute the resolutions of the shareholders' meetings and Board of
Directors, pursuant to the instructions, if any, given by such meeting or Board.

     3. Propose to the Auditing Committee the guidelines of the internal control
and internal auditing systems of the Company and of the entities it Controls, as
well as execute the guidelines approved for such purpose by the Board of
Directors.

     4. Sign the relevant information of the Company, together with the relevant
officers in charge of preparing it, within the scope of their authority.

     5. Disclose the relevant information and events that must be disclosed to
the public, subject to the provisions of the Securities Market Law.

     6. Comply with the provisions relative to the execution of transactions
involving the acquisition and placement of Company shares.


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<PAGE>

     7. Implement, whether on his/her own or through an authorized delegate,
within the scope of his/her authority or per the instructions of the Board of
Directors, resulting corrective actions for which he/she has responsibility.

     8. Verify that the capital contributions made by the shareholders, if any,
are actually made.

     9. Comply with the requirements set forth under these bylaws and applicable
law with regard to the dividends paid to shareholders.

     10. Ensure that the accounting, records, filing or information systems of
the Company are maintained.

     11. Prepare and present to the Board of Directors the report mentioned
under Article 172 of the General Law of Business Entities, except as provided
under paragraph b) of such article.

     12. Establish internal controls and mechanisms to verify that the actions,
transactions and operations of the Company and of the entities it Controls,
comply with applicable laws and provisions, as well as follow up the results of
such internal mechanisms and controls and take the necessary measures.

     13. Bring actions as provided under the Securities Market Law and these
bylaws, against related persons or third parties that presumably may have caused
damages to the Company or to the entities it Controls or in which it has
significant influence, unless the Board of Directors determines, after
considering the opinion of the Auditing Committee, that the damages caused are
not material.

     ARTICLE THIRTY-FIVE. RELEVANT OFFICERS.

     The Chief Executive Officer will be assisted by the relevant officers
appointed for such purpose and by any employee of the Company or of the entities
it Controls to perform his/her duties and carry out his/her activities.

     The provisions contained under Articles 45, 46 and other applicable
articles of the Securities Market Law will be applicable to the Chief Executive
Officer.

                              SHAREHOLDERS MEETINGS

     ARTICLE THIRTY-SIX. CLASSES.

     The shareholders' meetings will be general, ordinary and extraordinary or
special and all of them will be held at the corporate domicile of the Company.
Extraordinary shareholders meetings will be, (i) those called to discuss any of
the matters specified under Article 182 of the General Law of Business Entities
and under Article 47 of the Securities Market Law; and (ii) those called to
resolve the cancellation of the registration of the shares of the Company in the


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National Registry of Securities, the Stock Exchange, and in other national or
foreign stock exchanges where they may be registered, except for trading systems
and other markets not organized as stock exchanges; any other general
shareholders' meetings will be ordinary, unless they are shareholders' meetings
held to discuss any matter affecting one class or series of shares in
particular, in which case, the shareholders' meetings will be special.

     ARTICLE THIRTY-SEVEN. CALLS.

     The calls for shareholders meetings will be made by the Chairman, the
Secretary, by two members of the Board of Directors or by the Auditing
Committee.(12) Any shareholder or group of shareholders holding at least 10%
(ten percent) of the outstanding shares of the Company may request at any time
the Board of Directors or the Auditing Committee to call a shareholders' meeting
to discuss the matters specified in their request. Any shareholder will have the
same rights in any of the cases contemplated by Article 185 of the General Law
of Business Entities. If the Board of Directors or the Auditing Committee, as
applicable, do not issue the call within the 15 (fifteen) calendar days
following receipt of a request, pursuant to the above, the competent judicial
authorities of the domicile of the Company, at the request of the shareholder or
shareholders who are eligible to request such a call, after proving that they
are eligible, will issue the respective call.

     Furthermore, the Auditing Committee will have the authority to insert in
the agenda of the notices of shareholders' meetings the issues for discussion
such Committee deems pertinent.(13)

     ARTICLE THIRTY-EIGHT. PUBLICATION OF NOTICES OF MEETINGS.

     The calls for the shareholders' meetings will be published in the Official
Gazette of the Federation and in a newspaper of nation-wide circulation at least
15 (fifteen) calendar days prior to the date set for the shareholders' meetings.
The calls must specify the place, day and hour of the meeting, will contain the
Agenda with a clear explanation of the matters to be discussed therein and will
be signed by the person or person making such calls, in the understanding that
if they are made by the Board of Directors, it will suffice to have the
signature of the Chairman or the Secretary of such body, or the delegate
designated by the Board of Directors for such purpose.

     Shareholders' meetings may be held without the need of a prior call, when
all of the outstanding shares representing the capital stock of the Company are
represented at the shareholders' meeting.

     From the moment that the call for a shareholders' meeting is published, the
information and documents related to each of the items on the agenda will
immediately be available to the shareholders, at no cost.

----------
(12) Article 42 (I) (c) of the new Securities Market Law

(13) Article 42 (I) (c) of the new Securities Market Law


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<PAGE>

     ARTICLE THIRTY-NINE. ATTENDANCE.

     Only the Shareholders registered in the Share Registration Book of the
Company as the owners of one or more shares, will be admitted at the
shareholders' meetings of the Company, provided they have obtained the
respective admittance card. The Share Registration Book will close 3 (three)
business days prior to the date scheduled for the meeting.

     In order to attend shareholders' meetings, the shareholders must show the
respective admittance card, which will be issued only upon request and which
must be requested at least one business day prior to the date scheduled to hold
the meeting, together with the deposit certificate with the Secretary of the
Company of the corresponding share certificates, or the deposit certificates of
such shares issued by any institution for the deposit of securities, by a
national or foreign credit institution, in the terms of the applicable
provisions of the Securities Market Law. The shares deposited in order to be
entitled to attend the shareholders' meetings will not be returned until after
the meeting takes place, by the delivery of the receipt issued therefor to the
shareholder or his/its representative.

     The members of the Board of Directors may not represent the shareholders at
shareholders' meetings. The shareholders may be represented at shareholders'
meetings by the person or persons designated by means of a proxy letter signed
before two witnesses or through forms prepared by the Company which clearly
indicate its name as well as the respective agenda; the items referred under
articles 181 and 182 of the General Law of Business Entities may not be included
under the category of general matters, and a space to include instructions from
the grantor for the exercise of the proxy must be provided. The aforementioned
forms must be available to the shareholders or the intermediaries of the
securities market authorized to represent them in the period indicated under
article 173 of the General Law of Business Entities. The Secretary of the Board
of Directors will have the duty to confirm that the rules set forth in this
paragraph are observed and report to the meeting which will be recorded in the
corresponding minutes.

     ARTICLE FORTY. MINUTES.

     The minutes of shareholders' meetings will be transcribed into a book
specially kept for such purpose and will be signed by the persons acting as
Chairman and Secretary of the meeting and by any shareholders or their
representatives who may wish to do so. The certificate of any corporate action
adopted by the shareholders in accordance with Article Thirty-Eight hereof will
be transcribed into such book.

     ARTICLE FORTY-ONE. CHAIRMAN AND SECRETARY.

     The shareholders' meetings will be chaired by the Chairman of the Board of
Directors and, in his absence, by the person designated by the majority vote of
the attending shareholders. The Secretary of the Board of Directors will act as
Secretary at the shareholders' meetings and, in his absence, the person
designated by the majority vote of the attending shareholders will act as such.

     ARTICLE FORTY-TWO. ORDINARY SHAREHOLDERS' MEETING.


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<PAGE>

     Ordinary shareholders meetings will be held at least once a year within the
first four months following the close of each fiscal year. In addition to the
matters specified in the Agenda ordinary meetings will: (i) discuss, approve or
amend the Report of the Board of Directors contemplated under Article 172 of the
General Law of Business Entities (the last paragraph of such article will not be
applicable); (ii) the members of the Board of Directors and members of the
Committees of the Company will be designated or ratified; (iii) the compensation
for the members of the Board of Directors and members of the Committees of
the-Company will be determined, taking into consideration the proposals of the
Nomination and Compensation Committee; and (iv) the report referred under
Article 172 of the General Law of Business Entities will be presented to the
shareholders, with respect to the Company or companies where the Company is the
holder of the majority of the shares, when the value of the investment in each
one of them exceeds 20% (twenty percent) of the working capital, according to
the financial statement as of the close of the respective fiscal year.

     ARTICLE FORTY-THREE. WRITTEN RESOLUTIONS.

     Any resolutions that to be adopted, require holding a shareholders'
meeting, may be adopted without holding a shareholders' meeting, through the
unanimous written consent of all the shareholders entitled to vote if such a
shareholders' meeting would have been held. The resolutions adopted in the
manner described above will produce the same effects and have the same legal
consequences as other resolutions adopted in the course of a shareholders'
meeting. Whenever the resolutions of the shareholders are adopted with their
unanimous written consent, no call or other formality will be necessary, other
than the signature of all the shareholders entitled to vote on the document
evidencing the adoption of the relevant resolutions. All those documents will be
attached to the Shareholders' Meetings Minutes Book kept in accordance with the
terms in Article Forty of these Bylaws.

                        VOTING AT SHAREHOLDERS' MEETINGS

     ARTICLE FORTY-FOUR. VOTING.

     Each share will be entitled to one vote at shareholders' meetings.

     Any shareholder or group of shareholders that represent at least 10% (ten
percent) of the shares represented at a meeting, will be able to request that
the vote with respect to any matter about which they do not consider themselves
to be adequately informed is postponed, in accordance with the terms and
conditions set forth under article 199 of the General Law of Business Entities.

     The shareholder or group of shareholders that represents 20% (twenty
percent) of the capital stock may judicially oppose the resolutions of the
general meetings with respect to which they have voting rights in accordance
with articles 201 and 202 of the General Law of Business Entities.

     ARTICLE FORTY-FIVE. QUORUMS.


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<PAGE>

     In order for ordinary shareholders' meetings held by virtue of a first call
to be valid, at least 50% (fifty percent) of the shares representing the capital
stock must be represented at the meeting and resolutions will be valid if
adopted by the favorable vote of the majority of the shares present or
represented at the meeting (a "Majority Vote"). The ordinary shareholders
meetings held by virtue of a second or subsequent call will be validly held
regardless of the number of shares represented at the meeting and resolutions
will be validly adopted by a Majority Vote.

     In order for extraordinary or special shareholders' meetings held by virtue
of a first or subsequent call to be valid, at least 75% (seventy-five percent)
of the shares representing the capital stock must be represented at the meeting
and the resolutions will be valid when adopted by the favorable vote of shares
representing over 50% (fifty percent) of the capital stock of the Company. The
above will be not applicable with respect to the resolutions referred to in
Article Eight and the last paragraph of Article Ten of these bylaws, which will
require to be valid, respectively, favorable vote of at least 95% (ninety-five
percent) and 85% (eighty-five percent) of the capital stock of the Company, as
well as the following matters that are reserved exclusively for the
extraordinary shareholders meeting, which will be valid when adopted by the
favorable vote of at least 75% (seventy-five percent) of the capital stock of
the Company:

     1. Any amendment to the corporate bylaws to amend or eliminate the
authority of the Committees created for the management of the Company and its
subsidiaries or cancel or modify the rights granted to minorities;

     2. Any resolution implying cancellation or assignment of rights deriving
from the concession titles granted by the Federal Government in favor of the
Company or its subsidiaries;

     3. The early termination, by agreement between the parties, of the
Participation Agreement entered into by and between the Company and the
Strategic Partner;

     4. Any merger of the Company with companies not directly related with the
main line of business of the Company and its subsidiaries; and

     5. Any division, dissolution or liquidation of the Company.

     ARTICLE FORTY-SIX. SERIES "BB" VETO RIGHTS.

     For as long as the Series "BB" shares represent at least 7.65% (seven point
sixty-five percent) of the total subscribed and paid capital stock of the
Company, in order for a shareholders' meeting to validly adopt any resolution
with respect to the matters mentioned below, the favorable vote of the majority
of the Series "BB" shares will be required:

      (i) approval of the financial statements of the Company;

     (ii) early liquidation or dissolution of the Company;

    (iii) capital stock increases or decreases of the Company;


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<PAGE>

     (iv) dividend declaration and payment;

      (v) amendment to the corporate bylaws of the Company;

     (vi) mergers, divisions or division of shares;

    (vii) granting or amendment of special rights of the series into which the
          capital stock is divided; and

   (viii) any decision the purpose of which is to amend or nullify the
          resolutions validly adopted by the Board of Directors in terms of
          Article Nineteen hereinabove.

                           SEVERANCE FROM THE COMPANY

     ARTICLE FORTY-SEVEN. WITHDRAWAL.

     In terms of Article 206 of the General Law of Business Entities, any
shareholder may withdraw from the Company and request reimbursement of his/its
shares. The reimbursement of the shares to be withdrawn will be at the lower of:
(i) 95% of the value quoted in a stock exchange, obtained from the average of
transactions effected during the 30 (thirty) days during which the shares of the
Company were negotiated prior to the date when the resolution which approved the
withdrawal becomes effective during a period no longer than 6 months or, if the
number of days during which the shares were negotiated is lower than 30, only
the number of days during which the shares were negotiated will be taken into
account, or (ii) book value of the shares pursuant to the balance sheet
corresponding to the closing of the immediately preceding fiscal year to that on
which the withdrawal will be effective, with the prior approval of the
shareholders' meeting, provided such shareholder has voted against the
resolutions adopted at the shareholders' meeting that determined the change of
the corporate purpose, change of nationality, any transformation into another
type of company, the merger or division of the Company, when the Company
disappears as merged company, or in the event of dilution of his/its ownership
in excess of 10% (ten percent) due to any kind of merger, provided he/it
requests such withdrawal within the 15 (fifteen) days following the closing of
the respective shareholders' meeting.

     Payment of the reimbursement will be due and payable by the Company as of
the following day of the general ordinary shareholders' meeting that approved
the balance sheet corresponding to the fiscal year in which withdrawal will be
effective.

     ARTICLE FORTY- EIGHT. REPORT OF THE BOARD OF DIRECTORS.

     Within the 3 (three) months following the close of each fiscal year, the
Board of Directors will prepare a report containing all the financial
information required in accordance with Article 172 of the General Law of
Business Entities and Article Twenty-Two, paragraph 3 of these corporate bylaws.
The financial information, together with the documents supporting the same, will
be made available and provided to the shareholders that require them at the
corporate domicile with the same time in advance.


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<PAGE>

     ARTICLE FORTY-NINE. EXTERNAL AUDITOR.

     The Board of Directors will retain the external auditing firm for the
Company that the Auditing Committee designates.

     Any change or removal of such auditor must be approved by majority vote of
the members of the Auditing Committee.

     The External Auditor of the Company may be called to meetings of the Board
of Directors, as an invitee, being able to opine but not to vote and abstaining
from being present when any items on the agenda that represent a conflict of
interest or that may compromise the independence of such auditor are
discussed.

                         PROFITS AND LOSSES; FISCAL YEAR

     ARTICLE FIFTY. PROFITS.

     Subject to applicable legislation and to the reserves and provisions
required thereunder, the net profits of each fiscal year will be distributed as
follows:

     1. 5% (five percent) to establish and, if necessary, reestablish the legal
reserve fund until it equals at least to 20% (twenty percent) of the capital
stock;

     2. The amounts that the shareholders' meeting determines will be set aside,
to create or increase general and special reserves;

     3. If the shareholders' meeting so determines, the capital reserves of the
Company may be created or increased, as deemed advisable; and

     4. As applicable, for the payment of dividends to the Company's
shareholders in the amount, form and terms determined by the general
shareholders' meetings.

     ARTICLE FIFTY-ONE. LOSSES.

     Any losses, will be first compensated by the capital reserves and, if the
capital reserves are not sufficient, by the capital stock.

     ARTICLE FIFTY-TWO. FISCAL YEAR.

     The fiscal years will run from January 1st to December 31st of each year,
except for the year in which the Company is liquidated, if any.


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                           DISSOLUTION AND LIQUIDATION

     ARTICLE FIFTY-THREE. The Company will be dissolved in any of the cases
provided under article 229 of the General Law of Business Entities.

     ARTICLE FIFTY-FOUR. Once the Company is dissolved, it will be put into
liquidation. The liquidation will be entrusted to one or more liquidators
appointed by the shareholders' meeting. If the shareholders' meeting fails to
make such appointment, a civil or district judge of the domicile of the Company
may make such appointment, upon request of any shareholder, in terms of Article
236 of the General Law of Business Entities.

     ARTICLE FIFTY-FIVE. In absence of specific instructions to the contrary
given by the shareholders' meetings to the liquidators, the liquidation will be
carried out pursuant to the following priorities:

     1. Conclusion of all pending business in the manner least detrimental for
the creditors and shareholders;

     2. Collection of credits and payment of debts;

     3. The sale of the assets of the Company;

     4. The preparation of the final liquidation balance sheet; and

     5. The distribution of the remaining assets, if any, among the shareholders
in proportion to their ownership interests.

                              TRANSITORY PROVISIONS

     ONE. Until the Securities Market Law published in the Official Gazette of
the Federation on December 30, 2005 becomes effective:

     1. Messrs. Rafael Maya Urosa and Jose Manuel Canal Hernando, as well as
their substitutes, will serve as Statutory Auditors of the Company with all the
authority and duties contained under the bylaws of the Company as if such had
not been amended and under the General Law of Business Entities.

     2. The name of the Company will omit the expression "Bursatil" and the
initial "B".

     3. The authorities conferred upon the auditing and corporate practices
committee, and the chief executive officer will be authorities of the Board of
Directors and of the Statutory Examiner or Examiners, in accordance with the
bylaws of the Company as if such had not been amended and with the General Law
of Business Entities.

     TWO. In case the necessary quora to amend Articles Ten, Eleven and Twelve
exist, in accordance with the bylaws of the Company, the amendments to such
articles will be effective precisely on the date of approval thereof.


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<PAGE>

     THREE. Subject to the provisions of the following paragraph, in case any
provision contained under these bylaws is contrary to the provisions of the
Securities Market Law published on December 31, 2005 in the Official Gazette of
the Federation and which will become effective on June 28, 2006, (the "New
Law"), the provisions of the New Law will prevail over the bylaws.

     The above provided that the Company will not be bound to meet the
requirements established under the New Law that in any way violate provisions,
rights and/or obligations of the Company under agreements executed by the
Company prior to June 28, 2006.


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