Exhibit 10.39

COPA HOLDINGS, S.A.

FORM OF RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT (the "Agreement"), is made, effective as of the __th
day of _____________, 2005 (the "Date of Grant"), between Copa Holdings, S.A., a
corporation organized under the laws of the Republic of Panama (the "Company"),
and ___________ (the "Participant").

R E C I T A L S:

WHEREAS, the Company has adopted the Company's 2005 Stock Incentive
Plan (the "Plan"), which Plan is incorporated herein by reference and made a
part of this Agreement. Capitalized terms not otherwise defined herein shall
have the same meanings as in the Plan; and

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its stockholders to grant the restricted stock
award provided for herein (the "Restricted Stock Award") to the Participant
pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:

1. Grant of the Restricted Shares. Subject to the terms and
conditions of the Plan and the additional terms and conditions set forth in this
Agreement, the Company hereby grants to the Participant a Restricted Stock Award
consisting of ______ Shares (the "Restricted Shares"). The Restricted Shares
shall vest and become nonforfeitable in accordance with Section 2 hereof.

2. Vesting

(a) General. Subject to the Participant's continued Employment with
the Company, the Restricted Shares shall vest and become nonforfeitable [FOR
NON-EXECUTIVE OFFICERS: on the second anniversary of the Date of Grant.] [FOR
EXECUTIVE OFFICERS: in accordance with the following vesting schedule:

DATE INCREMENTAL VESTING % CUMULATIVE VESTED %
---- --------------------- -------------------

1st Anniversary of Date of Grant 15% 15%
2nd Anniversary of Date of Grant 15% 30%
3rd Anniversary of Date of Grant 15% 45%
4th Anniversary of Date of Grant 25% 70%
5th Anniversary of Date of Grant 30% 100%]

Notwithstanding the foregoing, in the event the above vesting schedule results
in the vesting of any fractional Shares, such fractional Shares shall not be
deemed vested hereunder but shall vest and become nonforfeitable when such
fractional Shares aggregate whole Shares.

(b) Termination of Employment.

(i) If the Participant's Employment with the Company is voluntarily
terminated by the Participant (other than for Good Reason) or is
terminated by the Company for

Cause, the Restricted Shares shall, to the extent not then vested, be
forfeited by the Participant without consideration; provided, however,
that the Committee may, in its sole discretion, cause the Restricted
Shares to become fully vested upon the Participant's Retirement.

(ii) If the Participant's Employment with the Company is terminated
by the Participant for Good Reason; by the Company without Cause or as a
result of the Participant's death or Disability, in either case prior to
the 5th anniversary of the Date of Grant, the Restricted Shares shall, to
the extent not then vested and not previously forfeited, immediately
become fully vested.

(iii) For purposes of this Agreement:

"Cause" shall mean "Cause" as defined in the Labor Code of the
Republic of Panama. The determination of the existence of Cause shall be
made by the Committee in good faith, which determination shall be
conclusive for purposes of this Agreement;

"Good Reason" shall mean "Good Reason Resignation" as defined in the
Labor Code of the Republic of Panama then in effect; provided that in no
event shall an event constitute "Good Reason" unless the Participant shall
have delivered written notice to the Company describing the event
allegedly constituting Good Reason and the Company shall have failed to
cure or to in good faith commence the cure of such material reduction in
the Participant's duties and responsibilities within 30 days of receiving
such notice ; and

"Disability" shall mean "Disability" as defined in the Labor Code of
the Republic of Panama.

"Retirement" shall mean "Retirement as defined in the laws of the
Republic of Panama then in effect.

(c) Change in Control. Notwithstanding any other provision of this
Agreement to the contrary, in the event of a Change in Control, the Restricted
Shares shall, to the extent not then vested and not previously forfeited,
immediately become fully vested as contemplated by Section 9(b) of the Plan.

(d) Forfeiture upon Violation of Certain Restrictive Covenants. TBD
whether to include a "clawback" provision requiring forfeiture of vested
Restricted Shares if the Participant breaches restrictive covenants within 12
months following termination of employment.

3. Certificates. Certificates evidencing the Restricted Shares shall
be issued by the Company and shall be registered in the Participant's name on
the stock transfer books of the Company promptly after the date hereof, but
shall remain in the physical custody of the Company or its designee at all times
prior to the vesting of such Restricted Shares pursuant to Section 2. As a
condition to the receipt of this Restricted Stock Award, the Participant shall

deliver to the Company a stock power, duly endorsed in blank, relating to the
Restricted Shares. No certificates shall be issued for fractional Shares.

4. Rights as a Stockholder. The Participant shall be the record
owner of the Restricted Shares until or unless such Restricted Shares are
forfeited pursuant to Section 2 hereof, and as record owner shall be entitled to
all rights of a common stockholder of the Company, including, without
limitation, voting rights with respect to the Restricted Shares and the
Participant shall receive, when paid, any dividends on all of the Restricted
Shares granted hereunder as to which the Participant is the record holder on the
applicable record date; provided that the Restricted Shares shall be subject to
the limitations on transfer and encumbrance set forth in Section 7. As soon as
practicable following the vesting of any Restricted Shares pursuant to Section
2, certificates for the Restricted Shares which shall have vested shall be
delivered to the Participant or to the Participant's legal guardian or
representative along with the stock powers relating thereto.

5. Legend on Certificates. The certificates representing the vested
Restricted Shares delivered to the Participant as contemplated by Section 4
above shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which such Shares are listed, and any applicable Federal or state laws, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

6. No Right to Continued Employment. The granting of the Restricted
Shares evidenced by this Agreement shall impose no obligation on the Company or
any Affiliate to continue the Employment of the Participant and shall not lessen
or affect the Company's or its Affiliate's right to terminate the Employment of
such Participant.

7. Transferability. The Restricted Shares may not, at any time prior
to becoming vested pursuant to Section 2, be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant and any
such purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate; provided that the designation of a beneficiary shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

8. Withholding. The Participant may be required to pay to the
Company or any Affiliate and the Company shall have the right and is hereby
authorized to withhold, any applicable withholding taxes in respect of the
Restricted Shares, their grant or vesting or any payment or transfer with
respect to the Restricted Shares and to take such action as may be necessary in
the opinion of the Committee to satisfy all obligations for the payment of such
withholding taxes.

9. Securities Laws. Upon the vesting of any Restricted Shares, the
Participant will make or enter into such written representations, warranties and
agreements as the Committee may reasonably request in order to comply with
applicable securities laws or with this Agreement.

10. Notices. Any notice necessary under this Agreement shall be
addressed to the Company in care of is Secretary at the principal executive
office of the Company and to the Participant at the address appearing in the
personnel records of the Company for such Participant or to either party at such
other address as either party hereto may hereafter designate in writing to the
other. Any such notice shall be deemed effective upon receipt thereof by the
addressee.

11. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF PANAMA WITHOUT REGARD TO
CONFLICTS OF LAWS

12. Restricted Stock Award Subject to Plan. By entering into this
Agreement the Participant agrees and acknowledges that the Participant has
received and read a copy of the Plan. The Restricted Stock Award and the
Restricted Shares granted hereunder is subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. In the event of a conflict between any term or
provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail.

13. Signature in Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COPA HOLDINGS, S.A.

By: ___________________________

Agreed and acknowledged as
of the date first above written:
________________________________