ARTICLES OF ASSOCIATION of

Koninklijke Luchtvaart Maatschappij N.V.,

having its official seat in Amstelveen.



6 May 2004





























Office translation of the complete text of the Articles of Association of

Konin-klijke Luchtvaart Maatschappij N.V., having its official seat in

Amstelveen, as they read after the deed of amendment executed on 6 May 2004

before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a

ministerial Statement of No objections was granted on 28 April 2004, under

number NV 22460.



In preparing the attached document, an attempt has been made to translate as

literally as possible without jeopardizing the overall continuity of the text.

Inevitably, however, differences may occur in translation, and if they do, the

Dutch text will govern by law.



In the attached document, Dutch legal concepts are expressed in English terms

and not in their original Dutch terms; the concepts concerned may not be

identical to concepts described by the English terms as such terms may be

understood under the laws of other jurisdictions.



{PAGE}





Name

Article 1



The name of the Company is KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V.

The Company may add to its name the words "KLM Royal Dutch Airlines" or the

literal translation thereof in another language.



Seat

Article 2



The Company is established in AMSTELVEEN, The Netherlands.

Purpose



Article 3

The purpose of the Company shall be:



a.     to carry on the business of air transport and to engage in any other

       activities of a commercial, industrial or financial nature,

       including participation in other enterprises, both for the Company's

       own account and for the account of or in participation or co-operation

       with third parties;



b.     to observe the interests of the group of companies within the meaning of

       Article 24b of Book 2 of the Dutch Civil Code of which the Company

       forms part.





Duration

Article 4



The Company was founded on the seventh day of October nineteen hundred and

nineteen and shall continue for an indefinite time.



Capital, shares and issuance

Article 5



1.     The authorised capital shall be five hundred sixty-two million five

       hundred thousand Euro (EUR 562,500,000) and is divided

       into:



       -      one thousand eight hundred seventy-five (1,875) priority shares,

              each with a par value of two Euro (EUR 2);



              in total representing three thousand seven hundred fifty Euro

              (EUR 3,750) of the authorised share capital;



       -      one hundred forty-nine million nine hundred ninety-eight thousand

              one hundred and twenty-five (149,998,125) common shares, each

              with a par value of two Euro (EUR 2);



              in total representing two hundred ninety nine million nine hundred

              and ninety-six thousand two hundred and fifty Euro (EUR

              299,996,250) of the authorised share capital;



       -      thirty-seven million five hundred thousand (37,500,000) cumulative

              preference shares-A, each with a par value of two Euro (EUR 2);



              in total representing seventy-five million Euro (EUR 75,000,000)

              of the authorised share capital;

{PAGE}



       -      seventy-five million (75,000,000) preference shares-B, each with a

              par value of two Euro (EUR 2);



              in total representing hundred and fifty million Euro

              (EUR 150,000,000) of the authorised share capital, and



       -      eighteen million seven hundred fifty thousand (18,750,000)

              cumulative preference shares-C (hereinafter: "cumulative

              preference shares-C"), each with a par value of two Euro (EUR 2);



              in total representing thirty-seven million and five hundred

              thousand Euro (EUR 37,500,000) of the authorised share capital;



              divided into five (5) series each consisting of three million

              seven hundred fifty thousand (3,750,000) cumulative preference

              shares-C.



              For the provisions of these Articles of Association, each of the

              series of cumulative preference shares-C may be deemed to be a

              different type of share.



       The total nominal value of all such shares amounting to five hundred

       sixty-two million five hundred thousand Euro (EUR 562,500,000).





2.     Authorised but unissued shares shall be issued at the times and upon the

       conditions as the general meeting of shareholders or the Management, with

       the approval of the Supervisory Board and of the meeting of priority

       shareholders, may resolve; it being understood that the Management may

       only issue shares if and insofar as the general meeting of shareholders

       has designated the Management for at the most five years to do so.

       A resolution of the general meeting of shareholders authorising the

       issuance of shares or designating the Management to do so is valid only

       if a prior or simultaneous approving resolution of each group of holders

       of any class of shares whose rights are prejudiced by the issue is

       obtained.



3.     When common shares are issued against payment in cash, the shareholders

       shall have pre-emptive rights in proportion to their holdings of common

       shares. Article 33 paragraph 1 equally applies to these pre-emptive

       rights. Shareholders have no pre-emptive rights with respect to shares

       issued to employees of the Company or to those of any of its group

       companies.



       Holders of cumulative preference shares-A, preference shares-B and

       cumulative preference shares-C have no pre-emptive rights with respect to

       shares to be issued, and no pre-emptive rights shall prevail in the event

       of issuance of such shares.



4.     The general meeting of shareholders or the Management may limit or

       exclude these pre-emptive rights with the approval of the Supervisory

       Board and of the meeting of holders of priority shares, it being

       understood that the Management may only do so if and insofar as the

       general meeting has designated the Management for at the most five years

       to limit or exclude the pre-emptive rights.

{PAGE}



5.     Paragraphs 2, 3 and 4 are also applicable to the granting of options to

       purchase shares. They do not apply to the issuance of shares to a person

       who exercises an earlier obtained right to purchase shares.



6.     Subject to the provisions of paragraphs 2, 3 and 4 the Management shall

       have the power to perform without approval of the general meeting of

       shareholders legal acts:



       (a) imposing special obligations upon the Company in connection with the

           subscription of shares;



       (b) concerning the acquisition of shares on a basis other than that on

           which participation in the Company is open to the public; and



       (c) regarding capital contribution for shares otherwise than in cash.



7.     Where the term "preference shares" is used in these Articles of

       Association this refers to the cumulative preference shares-A, preference

       shares-B and the cumulative preference shares-C, unless expressly

       provided to the contrary.



Payment

Article 6



1.     Common shares, priority shares and cumulative preference shares-C shall

       be issued only when fully paid.



2.     At the time of issuance, at least twenty five per cent shall be paid upon

       cumulative preference shares-A and upon preference shares-B. Further

       payments shall be made within one month after the Management, with the

       approval of the Supervisory Board and of the meeting of priority

       shareholders, shall have requested such payments in writing from the

       shareholders.



3.     If a share premium is paid for the cumulative preference shares-C, a

       separate paid-in reserve shall be formed for this purpose.



Registered shares, bearer shares, and share certificates

Article 7



1.     Common shares shall - at the election of the shareholder - be issued

       either as bearer shares or registered in his name. Priority shares and

       preference shares shall be registered in the name of the holder.



2.     Bearer share certificates shall be issued for bearer shares. They shall

       be provided with a dividend sheet not composed of separate dividend

       coupons. Such dividend sheets shall be issued only to depositaries. The

       term 'depositaries' as used in these Articles of Association shall mean

       natural persons and legal entities designated as such by the Management

       who have undertaken to turn over the administration of the dividend

       sheets in their custody to an institution designated by the Management

       and also to surrender such dividend sheets only to each other or to the

       Company at such place as it may determine.

{PAGE}



3.     No share certificates shall be issued for registered common shares,

       priority shares or preference shares.



4.     Share certificates shall be issued in denominations of one or more

       shares. Share certificates for more than one share may be issued only

       with the approval of the Management.





       Every share certificate for one or more shares of one hundred guilders

       (NLG 100) issued before the twentieth day of March nineteen hundred and

       eighty-six, shall be regarded as a certificate for the fifthfold number

       of shares of one Euro and fifty Euro cent (EUR 1.50).



       Every share certificate for one or more shares of twenty guilders (NLG

       20) issued on or after the twentieth day of March nineteen hundred and

       eighty-six and before the second day of June nineteen hundred

       ninety-seven, shall be regarded as a certificate for the same number of

       shares of one Euro and fifty Euro cent (EUR 1.50).



       Every share certificate for one or more shares of five guilders (NLG 5)

       issued on or after the second day of June nineteen hundred ninety-seven

       and before the amendment to the articles of association by notarial deed

       (first amendment to the articles of association), executed on the eighth

       day of October nineteen hundred ninety-nine, before Professor M. van

       Olffen, civil law notary at Amsterdam, shall be regarded as a certificate

       for the same number of shares of one Euro and fifty Euro cent (EUR 1.50).



       Every share certificate for one or more shares of eight Euro and sixty

       Euro cent (EUR 8.60) issued on or after the amendment to the articles of

       association, mentioned above and before the amendment to the articles of

       association by notarial deed (second amendment to the articles of

       association), also executed on the eighth day of October nineteen hundred

       ninety-nine, before Professor M. van Olffen, aforementioned, shall be

       regarded as a certificate for the same number of shares of one Euro and

       fifty Euro cent (EUR 1.50).



5.     Share certificates shall bear a number or numbers, or a combination of

       one or more letters and one or more numbers and such other distinctive

       marks, to be determined by the Management, as will enable them to be

       distinguished from each other.



6.     Share certificates shall be signed by a Managing Director together with

       another Managing Director, a Supervisory Director or a person

       specifically authorised for such purpose by the Supervisory Board. Share

       certificates shall also be signed by one or more persons or companies

       designated by the Management with the approval of the Supervisory Board

       and of the meeting of priority shareholders. Subject to that approval of

       the Supervisory Board and of the meeting of priority shareholders, the

       Management may decide that any signature to be placed on a share

       certificate may be facsimile.

{PAGE}



7.     At the request of the holder and with due observance of the provisions of

       these Articles of Association, one or more bearer common shares will at

       any time be registered as registered common shares in the register of

       shareholders mentioned in Article 9, provided that it concerns at least

       ten thousand (10,000) shares. Such registration shall be effected only

       after the share certificates concerned together with any dividend sheets

       belonging thereto have been surrendered to the Company.



8.     At the request of the holder and with due observance of the provisions of

       these Articles of Association one or more registered common shares will

       at any time be made out to bearer by delivery of share certificates by

       the Company, provided that it concerns at least ten thousand (10,000)

       shares. Upon the delivery of share certificates the registration in the

       register of shareholders mentioned in Article 9, will be cancelled.



9.     The Company shall have the right to charge for the delivery of share

       certificates referred to in paragraph 8 not more than the cost thereof.



Article 8



1.     Upon written application of any interested party, new documents shall be

       issued for share certificates or dividend sheets which have been lost,

       stolen or destroyed, provided that the applicant proves to the

       satisfaction of the Management his right to the missing documents and, as

       and to the extent required by the Management, agrees to indemnify the

       Company against claims of third parties in connection therewith.



2.     Upon the issuance of the new documents, the originals shall become

       invalid as far as the Company is concerned, without prejudice to the

       right of recourse of any holder of the original documents against the

       party to whom the replacements have been issued.



3.     Notice of the issuance of the new documents and of the invalidity of the

       original documents shall be published in at least one daily newspaper

       distributed countrywide in The Netherlands and in the Officiele

       Prijscourant published by Euronext Amsterdam N.V.

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