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                                                                   Exhibit 10.38

                               COPA HOLDINGS, S.A.
                           2005 STOCK INCENTIVE PLAN

1. PURPOSE OF THE PLAN

            The purpose of the Plan is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors or consultants of outstanding
ability and to motivate such employees, directors or consultants to exert their
best efforts on behalf of the Company and its Affiliates by providing incentives
through the granting of Awards. The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have
in the welfare of the Company as a result of their proprietary interest in the
Company's success.

2. DEFINITIONS

            The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

            (a)   Act: The U.S. Securities Exchange Act of 1934, as amended, or
                  any successor thereto.

            (b)   Affiliate: With respect to the Company, any entity directly or
                  indirectly controlling, controlled by, or under common control
                  with, the Company or any other entity designated by the Board
                  in which the Company or an Affiliate has an interest.

            (c)   Award: An Option, Stock Appreciation Right or Other
                  Stock-Based Award granted pursuant to the Plan.

            (d)   Beneficial Owner: A "beneficial owner", as such term is
                  defined in Rule 13d-3 under the Act (or any successor rule
                  thereto).

            (e)   Board: The Board of Directors of the Company.

            (f)   Change in Control: The occurrence of any of the following
                  events:

                  (i) the sale or disposition, in one or a series of related
                  transactions, of all or substantially all, of the assets of
                  the Company to any "person" or "group" (as such terms are
                  defined in Sections 13(d)(3) or 14(d)(2) of the Act) other
                  than the Permitted Holders;

                  (ii) any person or group, other than the Permitted Holders, is
                  or becomes the Beneficial Owner (except that a person shall be
                  deemed to have "beneficial ownership" of all shares that any
                  such person has the right to acquire, whether such right is
                  exercisable immediately or only after the passage of time),
                  directly or indirectly, of more than 50% of the total voting
                  power of the voting stock of the Company (or any entity which
                  controls the Company), including by way of merger,
                  consolidation, tender or exchange offer or otherwise; or


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                  (iii) during any period of two consecutive years, individuals
                  who at the beginning of such period constituted the Board
                  (together with any new directors whose election by such Board
                  or whose nomination for election by the shareholders of the
                  Company was approved by a vote of a majority of the directors
                  of the Company, then still in office, who were either
                  directors at the beginning of such period or whose election or
                  nomination for election was previously so approved) cease for
                  any reason to constitute a majority of the Board, then in
                  office.

            (g)   Code: The Internal Revenue Code of 1986, as amended, or any
                  successor thereto.

            (h)   Committee: The Compensation Committee of the Board.

            (i)   Company: Copa Holdings, S.A., a corporation organized under
                  the laws of the Republic of Panama.

            (j)   Effective Date: The date the Board approves the Plan, or such
                  later date as is designated by the Board.

            (k)   Employment: The term "Employment" as used herein shall be
                  deemed to refer to (i) a Participant's employment if the
                  Participant is an employee of the Company or any of its
                  Affiliates, (ii) a Participant's services as a consultant, if
                  the Participant is consultant to the Company or its Affiliates
                  and (iii) a Participant's services as an non-employee
                  director, if the Participant is a non-employee member of the
                  Board.

            (l)   Fair Market Value: On a given date, (i) if there should be a
                  public market for the Shares on such date, the arithmetic mean
                  of the high and low prices of the Shares as reported on such
                  date on the Composite Tape of the principal national
                  securities exchange on which such Shares are listed or
                  admitted to trading, or, if the Shares are not listed or
                  admitted on any national securities exchange, the arithmetic
                  mean of the per Share closing bid price and per Share closing
                  asked price on such date as quoted on the National Association
                  of Securities Dealers Automated Quotation System (or such
                  market in which such prices are regularly quoted) (the
                  "NASDAQ"), or, if no sale of Shares shall have been reported
                  on the Composite Tape of any national securities exchange or
                  quoted on the NASDAQ on such date, then the immediately
                  preceding date on which sales of the Shares have been so
                  reported or quoted shall be used; provided that, in the event
                  of an initial public offering of the Shares of the Company,
                  the Fair Market Value on the date of such initial public
                  offering shall be the price at which the initial public
                  offering was made, and (ii) if there should not be a public
                  market for the Shares on such date, the Fair Market Value
                  shall be the value established by the Committee in good faith.

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            (m)   ISO: An Option that is an incentive stock option granted
                  pursuant to Section 6(d) of the Plan.

            (n)   Other Stock-Based Awards: Awards granted pursuant to Section 8
                  of the Plan.

            (o)   Option: A stock option granted pursuant to Section 6 of the
                  Plan.

            (p)   Option Price: The purchase price per Share of an Option, as
                  determined pursuant to Section 6(a) of the Plan.

            (q)   Participant: An employee, director or consultant who is
                  selected by the Committee to participate in the Plan.

            (r)   Permitted Holder means, as of the date of determination, any
                  and all of Corporacion de Inversiones Aereas, S.A.,
                  Continential Airlines, Inc. or any of their respective
                  Affiliates.

            (s)   Person: A "person", as such term is used for purposes of
                  Section 13(d) or 14(d) of the Act (or any successor section
                  thereto).

            (t)   Section 409A: Section 409A of the Code (and any related
                  regulations or other pronouncements thereunder).

            (u)   Plan: This Copa Holdings, S.A. 2005 Stock Incentive Plan.

            (v)   Shares: Shares of Class A common stock of the Company.

            (w)   Stock Appreciation Right: A stock appreciation right granted
                  pursuant to Section 7 of the Plan.

            (x)   Subsidiary: A subsidiary corporation, as defined in Section
                  424(f) of the Code (or any successor section thereto).

3. SHARES SUBJECT TO THE PLAN

            The total number of Shares which may be issued under the Plan is
2,187,500. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Shares or the payment of cash upon the exercise
of an Award or in consideration of the cancellation or termination of an Award
shall reduce the total number of Shares available under the Plan, as applicable.
Shares which are subject to Awards which terminate or lapse without the payment
of consideration may be granted again under the Plan.


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4. ADMINISTRATION

            The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof. Awards
may, in the discretion of the Committee, be made under the Plan in assumption
of, or in substitution for, outstanding awards previously granted by the Company
or its affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Awards under the
Plan. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it may determine
to be necessary to withhold for federal, state, local or other taxes as a result
of the exercise, grant or vesting of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery in Shares or (b) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Participant.

5. LIMITATIONS

            No Award may be granted under the Plan after the tenth anniversary
of the Effective Date, but Awards theretofore granted may extend beyond that
date.

6. TERMS AND CONDITIONS OF OPTIONS

            Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

            (a)   Option Price. The Option Price per Share shall be determined
                  by the Committee.

            (b)   Exercisability. Options granted under the Plan shall be
                  exercisable at such time and upon such terms and conditions as
                  may be determined by the Committee, but in no event shall an
                  Option be exercisable more than ten years after the date it is
                  granted.

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            (c)   Exercise of Options. Except as otherwise provided in the Plan
                  or in an Award agreement, an Option may be exercised for all,
                  or from time to time any part, of the Shares for which it is
                  then exercisable. For purposes of Section 6 of the Plan, the
                  exercise date of an Option shall be the later of the date a
                  notice of exercise is received by the Company and, if
                  applicable, the date payment is received by the Company
                  pursuant to clauses (i), (ii), (iii) or (iv) in the following
                  sentence. The purchase price for the Shares as to which an
                  Option is exercised shall be paid to the Company in full at
                  the time of exercise at the election of the Participant (i) in
                  cash or its equivalent (e.g., by check), (ii) to the extent
                  permitted by the Committee, in Shares having a Fair Market
                  Value equal to the aggregate Option Price for the Shares being
                  purchased and satisfying such other requirements as may be
                  imposed by the Committee; provided, that such Shares have been
                  held by the Participant for no less than six months (or such
                  other period as established from time to time by the Committee
                  in order to avoid adverse accounting treatment applying
                  generally accepted accounting principles), (iii) partly in
                  cash and, to the extent permitted by the Committee, partly in
                  such Shares or (iv) if there is a public market for the Shares
                  at such time, through the delivery of irrevocable instructions
                  to a broker to sell Shares obtained upon the exercise of the
                  Option and to deliver promptly to the Company an amount out of
                  the proceeds of such Sale equal to the aggregate Option Price
                  for the Shares being purchased. No Participant shall have any
                  rights to dividends or other rights of a stockholder with
                  respect to Shares subject to an Option until the Participant
                  has given written notice of exercise of the Option, paid in
                  full for such Shares and, if applicable, has satisfied any
                  other conditions imposed by the Committee pursuant to the
                  Plan.

            (d)   ISOs. The Committee may grant Options under the Plan that are
                  intended to be ISOs. Such ISOs shall comply with the
                  requirements of Section 422 of the Code (or any successor
                  section thereto). No ISO may be granted to any Participant who
                  at the time of such grant, owns more than ten percent of the
                  total combined voting power of all classes of stock of the
                  Company or of any Subsidiary, unless (i) the Option Price for
                  such ISO is at least 110% of the Fair Market Value of a Share
                  on the date the ISO is granted and (ii) the date on which such
                  ISO terminates is a date not later than the day preceding the
                  fifth anniversary of the date on which the ISO is granted. Any
                  Participant who disposes of Shares acquired upon the exercise
                  of an ISO either (i) within two years after the date of grant
                  of such ISO or (ii) within one year after the transfer of such
                  Shares to the Participant, shall notify the Company of such
                  disposition and of the amount realized upon such disposition.
                  All Options granted under the Plan are intended to be
                  nonqualified stock options, unless the applicable Award
                  agreement expressly states that the Option is intended to be
                  an ISO. If an Option is intended to be an ISO, and if for any
                  reason such Option (or portion thereof) shall not qualify as
                  an ISO, then, to the extent of such nonqualification, such
                  Option (or portion thereof) shall be

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                  regarded as a nonqualified stock option granted under the
                  Plan; provided that such Option (or potion thereof) otherwise
                  complies with the Plan's requirements relating to nonqualified
                  stock options. In no event shall any member of the Committee,
                  the Company or any of its Affiliates (or their respective
                  employees, officers or directors) have any liability to any
                  Participant (or any other Person) due to the failure of an
                  Option to qualify for any reason as an ISO.

            (e)   Attestation. Wherever in this Plan or any agreement evidencing
                  an Award a Participant is permitted to pay the exercise price
                  of an Option or taxes relating to the exercise of an Option by
                  delivering Shares, the Participant may, subject to procedures
                  satisfactory to the Committee, satisfy such delivery
                  requirement by presenting proof of beneficial ownership of
                  such Shares, in which case the Company shall treat the Option
                  as exercised without further payment and shall withhold such
                  number of Shares from the Shares acquired by the exercise of
                  the Option.

7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

            (a)   Grants. Subject to Section 17 of the Plan, the Committee also
                  may grant (i) a Stock Appreciation Right independent of an
                  Option or (ii) a Stock Appreciation Right in connection with
                  an Option, or a portion thereof. A Stock Appreciation Right
                  granted pursuant to clause (ii) of the preceding sentence (A)
                  may be granted at the time the related Option is granted or at
                  any time prior to the exercise or cancellation of the related
                  Option, (B) shall cover the same number of Shares covered by
                  an Option (or such lesser number of Shares as the Committee
                  may determine) and (C) shall be subject to the same terms and
                  conditions as such Option except for such additional
                  limitations as are contemplated by this Section 7 (or such
                  additional limitations as may be included in an Award
                  agreement).

            (b)   Terms. The exercise price per Share of a Stock Appreciation
                  Right shall be an amount determined by the Committee but in no
                  event shall such amount be less than the greater of (i) the
                  Fair Market Value of a Share on the date the Stock
                  Appreciation Right is granted or, in the case of a Stock
                  Appreciation Right granted in conjunction with an Option, or a
                  portion thereof, the Option Price of the related Option and
                  (ii) the minimum amount permitted by applicable laws, rules,
                  by-laws or policies of regulatory authorities or stock
                  exchanges. Each Stock Appreciation Right granted independent
                  of an Option shall entitle a Participant upon exercise to an
                  amount equal to (i) the excess of (A) the Fair Market Value on
                  the exercise date of one Share over (B) the exercise price per
                  Share, times (ii) the number of Shares covered by the Stock
                  Appreciation Right. Each Stock Appreciation Right granted in
                  conjunction with an Option, or a portion thereof, shall
                  entitle a Participant to surrender to the Company the
                  unexercised Option, or any portion thereof, and to receive
                  from the Company in exchange therefore an amount equal to (i)
                  the excess of

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                  (A) the Fair Market Value on the exercise date of one Share
                  over (B) the Option Price per Share, times (ii) the number of
                  Shares covered by the Option, or portion thereof, which is
                  surrendered. The date a notice of exercise is received by the
                  Company shall be the exercise date. Payment shall be made in
                  Shares or in cash, or partly in Shares and partly in cash (any
                  such Shares valued at such Fair Market Value), all as shall be
                  determined by the Committee. Stock Appreciation Rights may be
                  exercised from time to time upon actual receipt by the Company
                  of written notice of exercise stating the number of Shares
                  with respect to which the Stock Appreciation Right is being
                  exercised. No fractional Shares will be issued in payment for
                  Stock Appreciation Rights, but instead cash will be paid for a
                  fraction or, if the Committee should so determine, the number
                  of Shares will be rounded downward to the next whole Share.

            (c)   Limitations. The Committee may impose, in its discretion, such
                  conditions upon the exercisability or transferability of Stock
                  Appreciation Rights as it may deem fit.

8. OTHER STOCK-BASED AWARDS

            Subject to Section 17 of the Plan, the Committee, in its sole
discretion, may grant or sell Awards of Shares, Awards of restricted Shares and
Awards that are valued in whole or in part by reference to, or are otherwise
based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such
Other Stock-Based Awards shall be in such form, and dependent on such
conditions, as the Committee shall determine, including, without limitation, the
right to receive, or vest with respect to, one or more Shares (or the equivalent
cash value of such Shares) upon the completion of a specified period of service,
the occurrence of an event and/or the attainment of performance objectives.
Other Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Committee
shall determine to whom and when Other Stock-Based Awards will be made, the
number of Shares to be awarded under (or otherwise related to) such Other
Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in
cash, Shares or a combination of cash and Shares; and all other terms and
conditions of such Awards (including, without limitation, the vesting provisions
thereof and provisions ensuring that all Shares so awarded and issued shall be
fully paid and non-assessable).

9. ADJUSTMENTS UPON CERTAIN EVENTS

            Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Awards granted under the Plan:

            (a)   Generally. In the event of any change in the outstanding
                  Shares after the Effective Date by reason of any Share
                  dividend or split, reorganization, recapitalization, merger,
                  consolidation, spin-off, combination, combination or
                  transaction or exchange of Shares or other corporate exchange,
                  or any distribution to shareholders of Shares other than
                  regular cash dividends or any transaction similar to the
                  foregoing, the Committee

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                  in its sole discretion and without liability to any person may
                  make such substitution or adjustment, if any, as it deems to
                  be equitable, as to (i) the number or kind of Shares or other
                  securities issued or reserved for issuance pursuant to the
                  Plan or pursuant to outstanding Awards, (ii) the Option Price
                  or exercise price of any stock appreciation right and/or (iii)
                  any other affected terms of such Awards.

            (b)   Change in Control. In the event of a Change of Control after
                  the Effective Date, (i) [if determined by the Committee in the
                  applicable Award agreement or otherwise,] any outstanding
                  Awards then held by Participants which are unexercisable or
                  otherwise unvested or subject to lapse restrictions shall
                  automatically be deemed exercisable or otherwise vested or no
                  longer subject to lapse restrictions, as the case may be, as
                  of immediately prior to such Change of Control and (ii) the
                  Committee may, but shall not be obligated to, (A) cancel such
                  Awards for fair value (as determined in the sole discretion of
                  the Committee) which, in the case of Options and Stock
                  Appreciation Rights, may equal the excess, if any, of value of
                  the consideration to be paid in the Change of Control
                  transaction to holders of the same number of Shares subject to
                  such Options or Stock Appreciation Rights (or, if no
                  consideration is paid in any such transaction, the Fair Market
                  Value of the Shares subject to such Options or Stock
                  Appreciation Rights) over the aggregate exercise price of such
                  Options or Stock Appreciation Rights, (B) provide for the
                  issuance of substitute Awards that will substantially preserve
                  the otherwise applicable terms of any affected Awards
                  previously granted hereunder as determined by the Committee in
                  its sole discretion or (C) provide that for a period of at
                  least 15 days prior to the Change of Control, such Options
                  shall be exercisable as to all shares subject thereto and that
                  upon the occurrence of the Change of Control, such Options
                  shall terminate and be of no further force and effect.

10. NO RIGHT TO EMPLOYMENT OR AWARDS

            The granting of an Award under the Plan shall impose no obligation
on the Company or any Subsidiary to continue the Employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to terminate the
Employment of such Participant. No Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. The terms and
conditions of Awards and the Committee's determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).

11. SUCCESSORS AND ASSIGNS

            The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor,

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administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant's creditors.

12. NONTRANSFERABILITY OF AWARDS

            Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13. AMENDMENTS OR TERMINATION

            The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made, (a) without the approval
of the shareholders of the Company, if such action would (except as is provided
in Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may
be granted to any Participant or (b) without the consent of a Participant, if
such action would diminish any of the rights of the Participant under any Award
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of the Code or other applicable
laws.

14. INTERNATIONAL PARTICIPANTS

            With respect to Participants who reside or work outside the Republic
of Panama or the United States of America, the Committee may, in its sole
discretion, amend the terms of the Plan or Awards with respect to such
Participants in order to conform such terms with the requirements of local law.

15. CHOICE OF LAW

            The Plan shall be governed by and construed in accordance with the
laws of the Republic of Panama without regard to conflicts of laws.

16. EFFECTIVENESS OF THE PLAN

            The Plan shall be effective as of the Effective Date, subject to the
approval of the shareholders of the Company.

17. SECTION 409A

            No Award shall be granted, deferred, paid out or modified under this
Plan in a manner that would result in the imposition of a penalty tax under
Section 409A upon a Participant. In the event that it is reasonably determined
by the Committee that, as a result of Section 409A, payments in respect of any
Award under the Plan may not be made at the time contemplated by the terms of
the Plan or the relevant Award agreement, as the case may be, without causing
the Participant holding such Award to be subject to an income tax penalty under
Section 409A, the Company will make such payment on the first day that would not
result in the

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Participant incurring any tax liability under Section 409A. In addition, other
provisions of the Plan or any Award agreements thereunder notwithstanding, the
Company shall have no right to accelerate any payment in respect of an Award or
to make any such payment as the result of an event if such payment would, as a
result, be subject to the tax imposed by Section 409A.