**ARTICLES
      OF INCORPORATION OF GRUPO AEROPORTUARIO DEL PACÍFICO, S.A. DE
      C.V.**




Corporate
      Name, Corporate Objective, Corporate Address, Nationality and
      Term




**FIRST
      ARTICLE** . **Corporate
      Name** **.**  The
      Corporate Name of the Business Association is “Grupo Aeroportuario del
      Pacífico”, and will always be followed by the words "Sociedad Anónima de Capital
      Variable" (Stock Exchange of Variable Equity), or followed by its initials
      "S.A.
      de C.V.”




**SECOND
      ARTICLE.** **Corporate
      Objective.** **** The
      corporate objective of the business association is:




1.**** To
      purchase shares, interests or participations in legal entities of a private
      nature or legal entities of state participation, whether as founding member
      or
      through the acquisition of shares or participation in legal entities already
      established, dedicated to the administration, operation including the rendering
      of airport, complementary and commercial services, construction and/or
      exploitation of civil airports and in the terms set for in the Airports Act
      (“Ley de Aeropuertos”) and its Regulation, as well as to participate in the
      corporate equity of legal entities that provide any kind of services, and to
      vote the shares of its property, when so required, always in whole in the same
      sense, in accordance with the provisions of these articles of incorporation,
      or
      as instructed by the Board of Directors, the shareholders of this business
      association, or any other person to whom such attribution has been delegated
      to,
      in the terms set forth in these articles of incorporation; to sell, transfer
      or
      dispose of any of such shares or participations or other securities with value,
      permitted by the law.




2.**** To
      receive from any other Mexican or foreign legal entities, business associations
      or individual persons and render to those business associations in which it
      has
      an interest or participation or to other entities, business associations or
      individual persons, services that might be required to carry on with its
      corporate objective, including without limitation, technical consulting services
      in industrial, administrative, accounting, marketing op financial areas
      regarding the administration, operation, construction, and/or exploitation
      of
      airports.




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3.**** To
      request and obtain under any title, by its own or by means of its subsidiaries,
      concessions or permits to undertake the administration, operation, construction
      and/or exploitation of airports as well as the rendering of any other services
      which are necessary to the exploitation of such airports and the realization
      of
      any activity that carries directly or is related to such corporate objective,
      including without limitations, any activity regarding warehousing, bonded
      warehousing and any other activity which is complementary to the rendered
      services and directly serves the same, as well as granting guarantees upon
      such
      concessions and permits. Likewise, according to the provisions of the applicable
      regulations and the respective concession, the business association will be
      able
      to receive, by its own or by means of its subsidiaries, the income due to the
      use of the civil airport infrastructure, through the making of contracts, for
      the services rendered by it directly as well as the commercial activities
      performed.




4.****To obtain, acquire, use, license or dispose any type of patents,
      certificates of invention, trademarks, trade names, copyrights or rights
      regarding the same, or any type of intellectual property or personal or real
      property rights upon the same, whether within Mexico or in a foreign
      country.




5. **** To
      obtain
      all kinds of loans and credits, with our without specific guarantees and to
      grant loans to civil and business associations witch which the business
      association may have a relationship as shareholder in more than 50% (fifty
      percent) of its corporate equity with the right to vote, or in which, the
      business association in any form, has the control thereof, or to physical
      persons in accordance with the policies that for such purpose are established
      by
      the business association.




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6.**** To
      grant
      all kind  of guarantees and to be joint and severally liable in titles off
      credit issued or obligations entered into by the business association or
      business associations witch which the business association may have a
      relationship as shareholder in more than 50% (fifty percent) of its corporate
      equity with the right to vote, or in which, the business association in any
      form, has the control thereof.




7.**** To
      issue
      and subscribe any kind of titles of credit, to accept them and endorse them,
      including obligations with or without real guarantees.




8.**** To
      issue
      shares that are not outstanding of any class that forms a part of the corporate
      equity, which shall be kept in the Treasury of the Business Association, to
      be
      delivered in the proportion in which they are made outstanding, as well as
      to
      execute option agreements with third parties in favor of which is granted the
      right to acquire and pay the shares that are issued by the Business Association.
      Likewise, the Business Association shall be entitled to issue shares that are
      not outstanding in the terms and conditions set forth by Article 81 of the
      Stock
      Exchange Market Act (“Ley del Mercado de Valores”).




9.**** To
      maintain, possess, sell, transfer, dispose of, or take in lease all kind of
      assets, moveable or real estate, as well as legal rights over them, that may
      be
      necessary or convenient to be able to fulfill its corporate objective or for
      the
      activities of the civil and mercantile associations in which the business
      association may have interest or participation in.




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10.**** The
      business association shall be entitled to acquire shares that represent its
      corporate equity in the terms set forth in the Ninth Article of these Articles
      of incorporation and the relevant legislation.




11.**** In
      general, to undertake, execute and perform every action, contract and
      transactions related, incidentally or accessory, which might be necessary or
      convenient to carry on with the former corporate objectives.




**THIRD
      ARTICLE.** **Corporate
      Address** **.** The
      corporate address of the business association is in Mexico City, Federal
      District  in
      which
      the main direction of the same and its effective location will be settled.
      However, it may establish offices, branches or agencies in any part within
      the
      Mexican Republic and in any foreign country, or voluntarily submit to
      conventional addresses, without this being construed as a change of corporate
      address.




**FOURTH
      ARTICLE** . **Nationality** **.** The
      nationality of the business association is Mexican. Any foreigner that at this
      time or in the future, acquires an interest or participation in the business
      association, shall be considered by such mere fact as a Mexican, regarding
      the
      shares or rights that it acquires in the business association; the assets,
      rights, concessions, participation or interests of which the business
      association is entitled to; and of the rights and obligations that derive of
      the
      agreements to which the business association is a party to, and shall be
      construed , therefore, that they agree not to invoke the protection of their
      governments, under the penalty, otherwise, of loosing such rights or assets
      acquired in favor of the Mexican Nation.




**FIFTH
      ARTICLE.** **Term.** **** The
      term
      of the business association is one hundred (100) years, counting from the date
      of its constitution and it may be extended, under previous consent of the
      Shareholders in such sense.




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**Corporate
      Equity and Shares**




**SIXTH
      ARTICLE** . **Corporate
      Equity** **.** The
      corporate equity shall be variable. The minimum fixed part of the equity is
      $16,019’823,119.00 in Mexican currency (Sixteen Thousand Nineteen Million Eight
      Hundred and Twenty-three Thousand One Hundred and Nineteen Pesos 00/100 in
      Mexican currency), represented by 561’000,000 (five hundred sixty-one million)
      of ordinary, nominative, Series I and without nominal value shares, entirely
      subscribed and paid. The variable part of the corporate equity, shall not exceed
      the amount of the fixed equity, without the right to be retired, in ten times,
      and shall be represented by ordinary, nominative, Series II and without nominal
      value shares, in which will be indicated the year of issuing, the numbers one
      and following, according to the order of their being issued in every year,
      and
      shall have the rest of the characteristics determined by the Shareholder Meeting
      which approves their issuing, as follows:




1. **** Series
      “B” Shares of free subscription which may represent up to a 100% (hundred
      percent) of the corporate equity. The Series “B” Shares may be acquired by any
      person, national or foreign, including individuals, enterprises or entities
      defined as foreign investors according to the Article 2 **** (two)
      of
      the Foreign Investment Act *(“Ley
      de Inversión Extranjera”)* ,
      except
      for foreign governments; and




2.            
      Series “BB” Shares of free subscription, that shall represent up to the 15%
      (fifteen percent) of the corporate equity, which may be acquired by national
      or
      foreign persons, including individuals, enterprises or entities defined as
      foreign investors according to the Article 2 **** (two)
      of
      the Foreign Investment Act *(“Ley
      de Inversión Extranjera”)* ,
      except
      for foreign governments. Series “BB” Shares shall be subject to the following
      regulations:




(a)           
      The holders of Series “BB” Shares, by the vote of the majority of the shares
      representing such Series, will have the right to appoint 4 (four) members of
      the
      Board of Directors of the business associations and its substitutes, who will
      have the rights and attributions established by these articles of incorporation
      in Articles Ten, Eleven, Fifteen, Seventeen, Twenty Two, Twenty Six, Twenty
      Eight, Thirty, and Forty Five;




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(b) Series
      “BB” Shares shall be transferred only with their prior conversion into Series
“B” shares, unless: the holder of such Series “BB” shares is the Federal
      Government or some other decentralized organism of the federal public
      administration or a company of majority state participation, or (ii) is
      transferred in favor of a Related Person, that is not a physical person, and
      that complies with the requirements set forth in numeral 3.2 of the notice
      and
      basis of notice of the representative titles of the corporate equity of the
      business association, as published in the Official Gazette of the Federation
      of
      February 25, 1999, and modified through publishing of the Official Gazette
      of
      July 9, 1999 and is previously notified with 15 (fifteen) labor days of
      anticipation, of such circumstance, to the Ministry of Communication and
      Transport *(“Secretaría
      de Comunicaciones y Transportes”* or *“SCT”)* , proving
      the compliance with the requirements referred to (in the understanding that
      in
      case that Nacional Financiera, S.N.C. maintains a participation lower than
      51%
      (fifty one percent) of the corporate equity of the business association, it
      shall also be necessary to have the favorable vote of at least 51% (fifty one
      percent) of the corporate equity of the business association). In any case,
      once
      the Series “BB” shares are transferred and therefore converted to Series “B”
shares, the percentage referred to in paragraph 2 hereinabove, shall be reduced
      in the proportion of shares of Series “BB” that are converted into Series “B”
shares, and such percentage may only be increased again, with the approval
      of an
      extraordinary shareholder meeting.




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The
      conversion of Series “BB” Shares into Series “B” Shares may be done after a 15
      (fifteen) year term counted as of the date in which the Contract of Technical
      Assistance and Technology Transference *(“Contrato
      de Asistencia Técnica y Transferencia de Tecnología”)* with
      holders of the Series “BB” shares (the “Strategic Partner”) occurs, insofar as
      an extraordinary shareholder meeting minute, with the favorable vote of at
      least
      51% (fifty one percent) of the Series “B” shares that are not the property of
      the Strategic Partner or a Related Party with the Strategic Partner approve
      such
      conversion, and at the same time, insofar as the Contract of Technical
      Assistance is not renewed. However, if the Strategic Partner, at the conclusion
      of such 15 (fifteen) year term referred to, has shares of the “BB” Series that
      represent at least the 7.65% (seven point sixty five percent) of the corporate
      equity of the business association, then such shares shall be forcefully
      converted into Series “B” shares. She Series “BB” shares may be transmitted
      through their conversion into Series “B” Shares, before such 15 (fifteen) year
      term elapses, in the cases and in the terms set forth in the first paragraph
      of
      the Eleventh Article of these articles of Incorporation.





**Administration
      of the Business Association**




**FIFTEENTH
      ARTICLE** . **Integration.** The Administration of the business association will be undertaken by a Board
      of
      Directors and will be integrated by a minimum number of 11 (eleven) and maximum
      of thirteen (13) members, principal and their substitutes of those appointed
      by
      the Series “BB” shareholders in accordance with paragraph 2 subsection (a) of
      the sixth article of these articles of incorporation, in the understanding
      that
      it shall always be formed by an odd number of members and shall have a number
      of
      members that are independent to satisfy the requirements of the provisions
      that
      are applicable of the jurisdictions in which the shares that represent the
      corporate equity are traded, including the Stock Exchange Market Act, and other
      provisions issued in accordance therewith.




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Any
      Shareholder or group of Shareholders of Series “B” shares (including Nacional
      Financiera, S.N.C.) who owns 10% (ten percent) of the corporate equity will
      have
      the right to appoint a member of the Board of Directors, in accordance with
      article 144 of the General Business Associations Act. The Series “BB”
Shareholders will have the right to appoint 4 (four) main members and their
      respective substitutes. The Shareholder Meeting will only revoke the
      appointments of the Members of the Board of Directors appointed by such
      minorities, when it is so determined by such minorities or when the appointment
      of the rest of the Members of the Board of Directors is revoked. The members
      of
      the Board of Directors that are not appointed by the Series “BB” shareholders
      shall not have a substitute member.




For
      the
      election of the members of the Board of Directors of the business association,
      the Shareholders will observe the following:




If
      the
      Nomination and Compensation Committee of the business association does not
      propose to the annual general ordinary shareholder meeting, the ratification
      in
      their position for the next year, of the members of the Board of Directors
      that
      was previously appointed by the Series “B” shareholders, it shall present to
      such Meeting a list with the names of the candidates who are expected to
      integrate the Board of Directors of the business association, except for the
      members that are to be appointed by the Series “BB” shareholders, and, in its
      case, by Nacional Financiera, S.N.C. (or its assignees or successors); in the
      understanding that the Nomination and Compensation Committee shall always
      propose, at least, seven /7) candidates, from which there must be at least
      five
      (5) independent candidates (as such independence is defined by the Stock
      Exchange Market Act, and the legal provisions issued thereto, and the
      legislation that is applicable in the jurisdictions in which the shares that
      represent the corporate equity, are traded.




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The
      list
      with the names of the candidates for Members of the Board of Directors that
      the
      Nomination and Compensation Committee proposes to the Shareholder Meeting,
      shall
      be available for the Shareholders along with the report referred to in Article
      172 of the General Business Association Act, with the anticipation referred
      to
      in Article 173 of such Act establishes, without detriment of the right of
      Shareholders to be provided with a copy of such list whenever they request
      so.




The
      nomination of a candidate by the Nomination and Compensations Committee shall
      be
      presented along with a document stating the acceptance of such person as a
      candidate and that such person has no impediments to occupy the respective
      charge. In the case of independent members of the board, it must also be proven
      that they comply with the independence requirements referred to in the Stock
      Exchange Market Act and the and the legal provisions issued thereto, and the
      legislation that is applicable in the jurisdictions in which the shares that
      represent the corporate equity, are traded.




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In
      every
      Shareholder Meeting in which the appointment of members of the Board of
      Directors is discussed, there will be appointed at firs the members elected
      by
      the Series “BB” Shareholders, afterwards, the members appointed by, in its case,
      Nacional Financiera, S.N.C. (or its assignees or successors) as well as, in
      its
      case, the shareholders or group of shareholders of Series “B” who own a 10% (ten
      percent) of the corporate equity. In case that the latter do not wish to
      exercise such right and the Nomination and Compensation Committee would have
      proposed the confirmation of the charges of all of the Members of the Board
      of
      Directors previously appointed by the Series “B” Shareholders, then the Meeting
      shall proceed to the confirmation of the such Members of the Board of Directors.
      However, if notwithstanding the proposal of the Nomination and Compensation
      Committee to ratify the appointment of the members previously appointed by
      the
      Series “B” shareholders, in the corresponding minute, any shareholder or group
      of shareholders, owners of Series “B” shares, that represent 10% of the
      corporate equity, exercise their right to appoint a member of the Board of
      Directors, a new ordinary shareholder meeting minute shall be convoked, to
      take
      place within forty five (45) calendar days following the date of such meeting,
      in which. The Nomination and Compensation Committee shall deliver the list
      of
      names referred to in the two prior paragraphs. In such new meeting, the members
      of the Board of Directors shall be appointed as follows: When the Series “Bb”
shareholders, jointly with the shareholders or group of shareholders of Series
      “B” shares, that are the owners of a 10% (ten percent) of the corporate equity
      have appointed a number lower than seven (7) members, the majority of the Series
      “B” shareholders, must appoint among the candidates included in the list, the
      members that are necessary to reach such number of seven (7) members. When
      in
      exercise of the right of the shareholders or group of shareholders of Series
“B”
shares that are the owners of 10% of the corporate equity and the Series “BB”
shareholders, appointment is made of twelve (12) members, the majority of the
      Series “B” shareholders shall appoint one (1) additional member. The appointment
      of the members by list shall be approved by a majority of the Series “B”
shareholders present at the meeting, including those that have already
      previously exercise their rights in accordance with their ownership of 10%
      (ten
      percent) of the corporate equity of the business association.




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In
      the
      appointment of the members of the Board of Directors, those who have a Conflict
      of Interests Relationship *(“Relación
      de Conflicto de Intereses”)* (according
      to what is defined further) with the business association or its subsidiaries
      will be rejected. For the purposes of the present articles of incorporation,
      a
“Conflict of Interests Relationship” means any transaction performed by a person
      or a group of Related Persons with such person, with the business association,
      affiliated or subsidiaries representing over the 5% (five percent) of the sales
      that such person carried out on the last performances or an individual or
      accumulated transaction greater than $400,000.00 USA Dollars (Four Hundred
      Thousand United States Dollars) or its equivalent in Mexican currency or in
      legal currency of venues different from Mexico. It will not be considered as
      a
      Conflict of Interests Relationship with respect of the appointment of the
      members of the Board of Directors whenever the appointment by the Series “BB”
Shareholders falls upon officials or Persons Related to such.




The
      owner
      Members of the Board of Directors elected by the Series “BB” Shareholders can
      only be substituted during their absences by the substitute Member of the Board
      of Directors according to the appointment.




The
      members of the Board of Directors and their substitutes, according to the
      particular case, shall be persons with a acknowledged experience, may be
      Shareholders or no; might be reelected; and will receive the earnings determined
      by the Ordinary Shareholder Meeting, at proposal of the Nomination and
      Compensation Committee.




The
      members of Board of Directors and their substitutes, as the case may be, shall
      guarantee the accomplishment of their responsibilities resulting from the
      performance of their charge with a guarantee in the amount to be determined
      by
      the Nomination and Compensation Committee.




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**SIXTEENTH
      ARTICLE.** **Chairman
      and Secretary.** The
      members of the Board of Directors will be appointed in a Shareholder Meeting.
      The Chairman and the Secretary of the Board of Directors will be appointed
      by
      the majority of the shareholders’ votes, and the Secretary of the Board of
      Directors will be appointed by such Board. The Chairman of the Board of
      Directors will have quality vote in case of a tie. The Secretary of the Board
      of
      Directors may be someone that is not a member of such a Board.




**SEVENTEENTH
      ARTICLE.** **Attributions.** **** The
      Board
      of Directors will have the legal representation of the business association,
      therefore, it will have the following attributions, which shall be exercised,
      subject to any voting requirement or other provisions of these articles of
      incorporation:




1. **** Exercise
      the power of attorney for judicial matters of the business association, which
      is
      granted with all of the general and special powers requiring a special clause
      accordingly to law. Consequently, when it is granted a title without any
      limitation according to the provisions of the first paragraph in Article 2,554
      (two thousand five hundred and fifty-four) and Article 2,857 (two thousand
      five
      hundred and eighty-seven) of the Civil Codes of the Federal District and of
      the
      other federal states, being attributed, in consequence, to promote or waive
      a
      Constitutional protection trial (“Juicio de amparo”); to file criminal
      complaints; constitute as an assistant of the Federal or State Public Prosecutor
      (“ *Ministerio
      Público* ”)
      and
      absolve if appropriate according to the law; to commit; to submit to
      arbitration; to formulate and answer confessional hearings, to repeal judges,
      receive payments and execute all of the acts that the law determines expressly,
      including the legal representation of the business association before courts
      and
      criminal, civil, administrative and labor authorities.




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2. **** Power
      of
      attorney for acts of administration accordingly to the provisions of the second
      paragraph in particle 2,554 (two thousand five hundred and fifty-four) of the
      Federal Civil Code and correlative provisions of the Civil Codes of the Federal
      District and the other states of the Republic, in order to carry on with the
      corporate objective of the business association.




3. **** General
      power of attorney for judicial matters regarding labor matters accordingly
      to
      what is established by Articles 2,554 (two thousand five hundred and fifty-four)
      and 2,587 (two thousand five hundred and eighty seven) **** of
      the
      Federal Civil Code and the correlative provisions in the Civil Codes of the
      Federal District and the other states of the Republic, so that it represents
      the
      business association in a descriptive but not limitative manner, before local
      or
      federal courts or authorities, particularly before the Arbitration and
      Conciliation Labor Courts ( *“Juntas
      de Conciliación y Arbitraje”)* ,
      as well
      as the Labor Ministry (“Secretaría del Trabajo”) and any other labor authorities
      or administrative, criminal an civil courts, being expressly authorized to
      participate in the related procedures with labor law suits and Constitutional
      Protection Trials, to formulate and answer confessional hearings and perform
      all
      the necessary actions as a legal representative of the business
      association.




4. **** General
      power of attorney for acts of administration regarding labor matters, according
      to what is provided by Articles 692, 786, 866 and other applicable provisions,
      as well as Article 870 of the Federal Labor Act *(“Ley
      Federal del Trabajo”)* ,
      to
      appear before local authorities in labor matters in which the business
      association is part of or is a third party with a legal interest, in the initial
      period as in any subsequent stage and to answer confessional
      hearings. ****




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5. **** Power
      of
      attorney for domain actions accordingly to the provisions of the third paragraph
      in Article 2,554 (two thousand five hundred and fifty-four) of the Federal
      Civil
      Code and the correlative provisions in the Civil Codes of the Federal District
      and the other states of the Republic.




6. **** Power
      to
      issue, endorse and subscribe titles of credit in terms of Article 9 (nine)
      of
      the General Credit Titles and Operations Act *(“Ley
      General de Títulos y Operaciones de Crédito”)* .




7. **** Power
      to
      open banking accounts in name of the business association, make
      charges  against
      them and appoint persons who shall have attributions to make charges  against
      the same.




8. **** Power
      to
      participate in the drafting of strategic plans for the business
      association.




9.            
      Power to authorize modifications to the policies of the business association
      with respect of the financial structure, products, market development and
      organization.




10. Power
      to
      supervise the compliance of the business association with the corporate
      governance and protection of rights of minorities practices, as established
      in
      the General Business Association Act and in the Stock Exchange Market Act,
      and
      the applicable legislation of the jurisdictions in which the shares that
      represent the corporate equity are traded, or any legislation that substitutes
      them, as well as these articles of incorporation.




11. Non
      assignable power of attorney to approve the operations that are outside the
      ordinary scope of business that are intended to be entered into between the
      business association and its shareholders, with persons that form a part of
      the
      administration of the business association, or which whom such persons have
      patrimonial relationships, or, in its case, or family blood or through marriage
      relation to the second degree, the spouse or common law marriage, (b) the sale
      or acquisition of 10% (ten percent) or more of the total consolidated assets
      of
      the business association, (c) the granting of guarantees in an amount greater
      than 30% (thirty percent) the total consolidated assets of the business
      association and (d) operations others than those indicated above that are
      located out of the ordinary course of business that represent more than 1%
      (one
      percent) of the total consolidated assets of the business
      association.




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12. Power
      to
      summon to Shareholder Meeting and carry on with its resolutions.




13.           
      Power to confer general or special powers within the limits of the powers
      conferred by this Article, with or without the authority to delegate, as well
      as
      to revoke the powers it grants, in the understanding that for the delegation
      of
      the powers of attorney to undertake actions that require the majority vote
      in
      accordance with these Articles of Incorporation, the majority vote of the Board
      of Directors shall be necessary.




14. Power
      to
      establish the Special Committees considered as necessary for the development
      of
      the operations of the business association, setting the attributions and
      obligations of such Committees; understanding that such Committees will not
      have
      the attributions that accordingly to the Law or to the articles of
      incorporations correspond exclusively to the General Shareholder Meetings or
      to
      the Board of Directors.




15.           
      Power to determine the manner in which the business association shall vote
      its
      shares at the shareholder meetings of its subsidiaries that have as an object
      the appointment of the General Director of the corporate group to which the
      business association pertains to as well as of those officers of those levels
      that are determined by the Board of Directors, others that those that are to
      be
      appointed by the members of the Board of Directors, appointed by the
      shareholders of the “BB” Series and the Operative Committee.




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16. Power
      to
      approve, at the proposal of the operations committee of the business
      association, the annual budget of the business association and its subsidiaries,
      as well as the master development program of the airports operated by
      these.




17. Power
      to
      determine the manner in which the shares that are the property of the business
      association shall be voted, insofar as they represent the corporate equity
      of
      any subsidiary of this business association, with attributions to delegate
      such
      power of attorney on the Operative Committee, understanding it as delegated
      on
      the date of these articles of incorporation.




18. Power
      to
      approve the acquisition or sale of shares, to exercise the right of withdrawal
      of any subsidiary of the business association, with the prior authorization
      of
      the general ordinary shareholder meeting, in the following cases: (a) when
      the
      value of the acquisition or sale of shares of another business association,
      whose corporate objective or activity is not coincident with that of the
      business association, due to one or several simultaneous or successive
      acquisitions, exceeds 20% (twenty percent) of the accounting capital, according
      to the last financial position statement of the business association; (B) when
      the exercise of the right of withdrawal in the business associations of a
      variable capital, whose corporate objective or activity is not coincident with
      that of the business association, represents, due to one or more simultaneous
      or
      successive acts, the reimbursement of shares whose value exceeds 20% (twenty
      percent) of the variable equity, according o the last financial position
      statement of the business association and (c) the sale of shares owned by the
      business association in a business association that renders airport services
      when due to such sale the share control therein is lost.




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19.  Generally,
      power to realize all of the actions authorized by these articles of
      incorporation or consequences of the same.




**Shareholders
      Meetings**




**THIRTY
      FIFTH ARTICLE.**  **Classes.** The
      Shareholders Meetings shall be general or special, the first may be ordinary
      or
      extraordinary and all of them shall take place at the corporate address of
      the
      business association. The following shall be extraordinary meetings, (i) those
      convoked to discuss any of the matters specified in Article 182 (one hundred
      and
      eighty two) of the General Business Association Act and (ii) those convoked
      to
      agree on the cancellation of registration of the shares of the business
      association at the National Register of Titles (“Registro Nacional de Valores”),
      Bolsa Mexicana de Valores, S.A. de C.V. and at any other stock exchanges either
      national or foreign in which they are registered, except by systems of quotation
      or other markets not organized as stock exchanges; any other meetings shall
      be
      ordinary general unless it is a Meeting that meets to deal with any of the
      matters that affect a class or Series of shares in particular, in which case,
      the Meetings shall be special.




**THIRTY
      SIXTH ARTICLE.**  **Notices.** The
      notices for the **Shareholders
      Meetings** must be
      made by the Board of Directors or by the Audit committee. Any Shareholder or
      group of shareholders that is entitled to 10% (ten percent) of the issued and
      outstanding shares of the business association may request, at any time to
      the
      Board of Directors or to the Audit committee that a Shareholder Meeting be
      convoked to discuss the matters that are specified in their requirement. Any
      Shareholder shall have the same right in any of the cases provided for in
      Article 185 of the General Business Associations Act. If the Board of Directors
      or the Audit committee, as the case may be, do not give the notice within 15
      (fifteen) calendar days following the reception of a request in accordance
      with
      the prior provision, the competent judicial authorities of the address of the
      business association, at the request of the Shareholder or Shareholders that
      are
      found in any of the prior cases, with the prior proof that they find themselves
      in such position, shall issue the corresponding notice.




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**THIRTY
      SEVENTH ARTICLE** . **Publishing
      of Notices.** **** The
      notices for the **Shareholders
      Meetings** in first
      or further notice shall be published in the Official Gazette (“Diario Oficial de
      la Federación”) or in a newspaper of national distribution with at least 15
      (fifteen) calendar days prior to the date set forth for the Meeting. The notices
      shall indicate the place, day and time of the Meeting, shall contain the Order
      of the Day with a clear explanation of the matters to be dealt with therein
      and
      must be signed by the person or persons that make them, in the understanding
      that if they are made by the Board of Directors it shall be sufficient for
      them
      to be signed by the Chairman or by the Secretary of such body, or the delegate
      appointed for such purpose by the Board of Directors. From the publishing of
      the
      notice for the **Shareholders
      Meetings** ,
      the
      information and the documents related to each one of the matters included in
      the
      order of the day must be left at the disposal of the Shareholders, in an
      immediate and free manner.




The
      Shareholders Meetings may take place without the need for a prior notice, if
      all
      of the shares that are issued and outstanding, that represent the corporate
      equity of the business association are represented at the meeting.




**THIRTY
      EIGHTH ARTICLE.**  **Assistance.** Only the
      Shareholders that are duly registered in the Book of Registration of Shares
      of
      the business association as owners of one or more shares thereof, shall be
      admitted at the Shareholders Meetings of the business association, insofar
      as
      they have obtained the corresponding admission card, and such registration
      for
      all legal effects shall be closed 3 (three) days prior to the date set for
      the
      meeting taking place.




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In
      order
      to be present at the Meetings, the Shareholders must show their corresponding
      admission card, which shall be issued only at their request and which must
      be
      presented on or before 24 (twenty four) hours prior to the hour indicated for
      the Meeting taking place, jointly with the certificate of deposit at the
      Secretary of the business association of the corresponding certificates or
      titles of shares, or the certificates or proof of deposit of such shares issued
      by some institution for the deposit of titles, by a credit institution, whether
      national or foreign, or by stock exchange brokers in the applicable terms of
      the
      provisions of the Stock Exchange Market Act. The shares that are deposited
      in
      order to have the right to be present at the Meetings shall not be restituted
      until after such meetings take place, through the delivery of the receipt that
      has been issued for such purpose to the shareholder or his/her/its
      representative.




The
      Shareholders may be represented at the Shareholders Meetings by the person
      or
      persons appointed through proxy signed before two witnesses or through any
      other
      form of power of attorney granted in accordance with the law. However, regarding
      the corporate equity of the business association that is traded in any stock
      exchange, the person having power of attorney may only prove his/her capacity
      through proxy that is granted in the forms that are drafted by such legal entity
      that shall be available to the Shareholders including the intermediaries in
      the
      Stock Exchange Market, during the term indicated in Article 173 (one hundred
      and
      seventy three) of the General Business Association Act. The forms must contain
      the following information: (a) indicate in a clear manner the Corporate Name
      of
      the business association, the corresponding order of the day, without being
      able
      to include under the title of general matters the issues referred to in Articles
      181 (one hundred and eighty one) and 182 (one hundred and eighty two) of the
      General Business Association Act and (b) contain space for the instructions
      that
      the grantor indicates for the execution of such power of attorney. The Secretary
      of the Board of Directors shall be obliged to make sure that this Article is
      complied with and shall inform thereof to the Meeting. The members of the Board
      of Directors may not represent the Shareholders at the Shareholders
      Meetings.




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**THIRTY
      NINTH ARTICLE.**  **Minutes.** The
      minutes of the Shareholders Meetings shall be transcribed in a book specially
      kept for such purpose and shall be signed by the persons that have acted as
      Chairman and Secretary of the Meeting and by those Shareholders or
      representatives of Shareholders that wish to sign. The acknowledgement of any
      corporate action taken by the Shareholders in accordance with the thirty ninth
      article of these articles of incorporation shall be transcribed into such
      book.




**FORTIETH
      ARTICLE.**  **Chairman
      and Secretary.** The **Shareholders
      Meetings** shall be
      presided by the Chairman of the Board of Directors **** and,
      in his/her absence, by the person appointed by a majority vote of the
      Shareholders that are present. The Secretary of the Board of Directors shall
      act
      as Secretary at the **Shareholders
      Meetings** and, in
      his/her absence, shall be substituted by the person appointed by a majority
      of
      votes of the Shareholders that are present.




**FORTY
      FIRST ARTICLE.**  **Ordinary
      meetings.** The
      ordinary meetings of Shareholders must take place at least once a year within
      the first four months following the closure of each tax year. In addition to
      the
      matters specified in the Order of the Day: (i) the report of the Board of
      Directors referred to in article 172 of the General Business Association Act
      shall be discussed, approved or modified, taking into consideration the report
      of the corporate officers in charge of supervision of the Board of Directors
      (“Comisarios”); (ii) The members of the Board of Directors, the corporate
      officers in charge of supervision of the Board of Directors (“Comisarios”) and
      members of the Committees of the business association, shall be appointed or
      ratified, considering the proposals of the Nomination and compensation committee
      and the fees of such persons shall be determined; (iii) The report referred
      to
      in Article 172 (one hundred and seventy two) of the General Business Association
      Act shall be presented to the Shareholders of the business association or legal
      entities of which, the business association is entitled to a majority of the
      shares, when the value of the investment in each of them exceeds 20% (twenty
      percent) of the accounting capital, according to the state of financial position
      at closure of the corresponding tax year.




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**FORTY
      SECOND ARTICLE** . **Resolutions
      in writing.** Those
      resolutions whose adoption requires to be taken at a Shareholder Meeting, may
      be
      taken without the need of a Shareholder Meeting, through the unanimous consent
      taken in writing of all of the Shareholders that have had the right to vote,
      if
      such Shareholder Meeting had taken place. The resolutions adopted in such manner
      shall have the same effects and legal consequences than other resolutions
      adopted in the course of a Shareholder Meeting. When the resolutions of the
      Shareholders are taken through their unanimous consent in writing, no notice
      or
      any other formality shall be necessary, other than the signature of all of
      the
      Shareholders with the right to vote on the document that proves the adoption
      of
      the relevant resolutions. All of those documents shall be attached to the book
      of Minutes of Shareholders Meetings kept in accordance with the terms set forth
      in the Thirty Ninth Article of these articles of incorporation.




**Presence
      and voting at Shareholders Meetings.**




**FORTY
      THIRD ARTICLE** . **Quorum
      General Ordinary Meetings.** Each
      share shall be entitled to one vote at the Shareholders Meetings. In order
      for
      the General Ordinary Shareholders Meetings that take place in first notice
      be
      valid, at least 50% (fifty percent) of the shares that represent the corporate
      equity must be represented at the Meeting and the resolutions shall be valid
      if
      adopted by the favorable vote of a majority of the shares that are preset or
      represented at the Meeting (a “Majority Vote”). The General Ordinary
      Shareholders Meetings that take place in second or further notice shall be
      validly celebrated whichever is the number of shares represented at the meeting
      and its resolutions shall be validly adopted by a Majority Vote.




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The
      Shareholders that are duly represented at the Meeting and that represent at
      least 10% (ten percent) of the corporate equity that is issued and outstanding
      of the business association, may request that a voting be delayed in any matter
      in which they consider not to be sufficiently informed, in compliance with
      the
      terms and conditions set forth for these purposes in Article 199 (one hundred
      and ninety nine) of the General Business Association Act.




The
      Shareholders duly represented at the Meeting that represent at least 20% (twenty
      percent) of the corporate equity that is issued and outstanding of the business
      association, may judicially oppose the resolutions of the General Meetings,
      regarding which they have the right to vote, insofar as they comply with the
      requirements that for such purpose are set forth in Article 201 and 202 of
      the
      General Business Association Act.




**FORTY
      FOURTH ARTICLE** . **Quorum.
      Extraordinary General Meetings and Special Meetings.** Each
      share shall be entitled to one vote at the Shareholders Meetings. In order
      for
      the Extraordinary Meeting or Special Meetings of Shareholders that take place
      in
      first or further notice be valid, at least 75% (seventy five percent) of the
      shares that represent the corporate equity, or of the corresponding Series
      (for
      Special Meetings), must be represented at the Meeting and its resolutions shall
      be valid when adopted by the favorable vote of the shares that represent more
      than 50% (fifty percent) of the corporate equity of the business association,
      or
      of the corresponding Series (for Special Meetings), as the case may be. The
      resolutions regarding matters referred to in the Eighth Article and the first
      paragraph of the Twelfth Article of these articles of incorporation are an
      exception to the prior provision (as they are subject to the quorum set forth
      in
      such Articles), as well as the resolutions regarding the following matters
      which
      are reserved exclusively to the Extraordinary Meeting of Shareholders, the
      resolutions shall be valid when adopted by a favorable vote of at least 75%
      (seventy five percent) of the corporate equity of the business
      association:




1.            
      Any modification to the articles of incorporation that has as an objective
      to
      amend or eliminate the attributions of the Committees created for the
      administration of the business association and its subsidiaries; cancel or
      modify the rights granted to minorities; eliminate the limits of individual
      participation of the shareholders or legal entities relate thereto, as well
      as
      the term to which such limitation is subject.




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2.            
      Any resolution that implies the cancellation or assignment of rights derived
      from the titles of concession granted by the Mexican Federal Government in
      favor
      of the business association or its subsidiaries;




3.            
      The advanced termination, by an agreement among the parties, of the
      Participation Agreement executed by and among the business association and
      the
      Strategic Partner;




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4. Cancellation
      of the register of the shares of the Business Association at the National
      Securities Register or in any stock exchange in which it is eventually
      registered;




5.            
      Any merger of the business association with legal entities that are not directly
      related with the main line of business of the business association and its
      subsidiaries; and




6.            
      Any subdivision, dissolution or liquidation of the business
      association.




The
      Shareholders that are duly represented at the Meeting at that represent at
      least
      10% (ten percent) of the corporate equity that is issued and outstanding of
      the
      business association, may request that a vote be delayed in any matter regarding
      which they consider that they are not sufficiently informed, in accordance
      with
      the terms and conditions that for these purposes are indicated in Article
      199 **** of
      the
      General Business Association Act.




The
      Shareholders that are duly represented in a Meeting and that represent at least
      20% of the corporate equity that is issued and outstanding of the business
      association, may judicially oppose the resolutions of the General meetings,
      with
      regards to which they have the right to vote, insofar as the requirements that
      are provided for in Articles 201 and 202 of the General Business Association
      Act
      are fully complied with.




**FORTY
      FIFTH ARTICLE.** **Veto
      rights of “BB” Series Shares.** Insofar
      as the Series “BB” shares represent at least 7.65% (seven point sixty five
      percent) of the corporate equity that is issued and outstanding in the business
      association, in order for the Shareholder Meeting to validly adopt any
      resolution regarding the matters that are referred to hereunder, a favorable
      vote of a majority of the series “B” shares shall be required:




(1)            
      Approval of the financial statements of the business association;




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(2)            
      Advanced liquidation or dissolution of the business association;




(3)            
      Increase or reduction of the corporate equity of the business
      association;




(4)            
      Declaration and payment of dividends;




(5)            
      Modification of the articles of incorporation of the business
      association;




(6)            
      Mergers, subdivisions or division of shares;




(7)            
      Granting or modification of special rights of the Series into which the
      corporate equity is divided into; and




(8)            
      Any decision that has as an objective to modify or annul the resolutions that
      have been validly adopted by the Board of Directors in accordance with the
      nineteenth article hereinabove, as well as those that require the favorable
      vote
      of the members of the Board of Directors appointed by the Series “BB”
shareholders as referred to in the eighteenth article of these articles of
      incorporation;




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