CORPORATE GOVERNANCE CODE

BANCOLOMBIA S.A.

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TABLE OF CONTENTS

I. DESCRIPTION OF THE BANK ............................................................................................ 5
II. GENERAL SHAREHOLDER MEETINGS AND SHAREHOLDERS' RIGHTS ............................................................. 6
1. General Shareholders' Meetings .................................................................................. 6
2. Rights of Shareholders .......................................................................................... 7
3. Equitable Treatment of Shareholders ............................................................................. 8
4. Shareholders' Representation (Proxies) .......................................................................... 9
5. Relations of the Shareholders with the Bank ..................................................................... 10
III. DIRECTORS AND EXECUTIVE OFFICERS ("Administrators") .............................................................. 11
1. Board of Directors .............................................................................................. 11
1.1. Election, Composition and Compenstion of the Board of Directors ............................................... 12
1.2. Principles for Directors Actions .............................................................................. 12
1.3. Main Responsibilities of the Board of Directors ............................................................... 13
1.4. Criteria for the Selection of Directors ....................................................................... 14
1.5. Incompatibilities of the Directors ............................................................................ 15
1.6. External Advisors ............................................................................................. 15
1.7. Budget ........................................................................................................ 15
1.8. Meetings of the Board of Directors ............................................................................ 15
1.9. Meetings Without Presence of Management ....................................................................... 15
1.10. Intranet or Any Other Means of Information and Communication for Analyses, Discussions, Documents, etc........ 16
1.11. Board of Directors' Supporting Committees .................................................................... 16
1.11.1. Board of Directors' Committee ........................................................................... 16
1.11.2. Auditing Committee ...................................................................................... 17
1.11.3. Designation, Compensation, and Development Committee .................................................... 17
1.11.4. Other Committees Designated by the Board of Directors ................................................... 18
1.11.4.1. Risks Committee ..................................................................................... 18
1.11.4.2. Credit Committee .................................................................................... 18
1.11.4.3. Assets and Liabilities Committee .................................................................... 18
1.11.4.4 Central Committee of Receivables Assessment and Rating ............................................... 18
2. President and Other Executives Officers ......................................................................... 19
3. Information on the Directors, the President and Other Executives Officers ....................................... 19
4. Shares Transactions ............................................................................................. 19
5. Economic Relations of the Bank with the Directors, the President, and Other Executives Officers.................. 20
6. Mechanisms to Assess Performance of the Directors, President, and Other Executives Officers ..................... 20
IV. TRANSPARENCY, FLUIDITY AND INTEGRITY OF THE INFORMATION. CONFIDENTIALITY .......................................... 21
1. Disclosure of Financial Information, Risks Related Information, Internal Control and other Relevant Information.. 21
2. Risk Rating Firms ............................................................................................... 22
3. Information Channels for Shareholders, Investors, and the Market in General ..................................... 22
3.1. Shareholders and Investors Relations Office ................................................................... 22
3.2. Annual Report ................................................................................................. 23
3.3. Notes for the Shareholder ..................................................................................... 23

3.4. Information Disclosure and Updating ("Informacion Eventual") ......................................................... 23
3.5. Information Filed as Foreign Issuer .................................................................................. 23
3.6. Domestic and International Meetings and Teleconferences .............................................................. 24
4. Confidentiality ..................................................................................................... 24
V. CONTROL MECHANISMS ........................................................................................................ 25
1. External Control Mechanisms ............................................................................................... 25
1.1. Superintendency of Finance ........................................................................................ 25
1.2. United States Securities and Exchange Commission ("SEC") and New York Securities Exchange ("NYSE")................. 25
1.3. Federal Reserve Bank of the United States of America ("FED") and Florida Department of Financial Services.......... 25
1.4. External Auditing ................................................................................................. 25
2. Internal ............................................................................................................... 26
2.1. Internal Auditing ................................................................................................. 26
2.2. Money Laundering Prevention and Control Overall System ............................................................ 26
VI. CODE OF ETHICS ........................................................................................................... 27
VII. CONFLICTS OF INTEREST AND PRIVILEGED INFORMATION ........................................................................ 28
1. Definition of Conflict of Interest: .................................................................................... 28
2. Situations that May Present a Conflict of Interest ..................................................................... 28
3. Rules of Conduct ....................................................................................................... 28
3.1. Prohibitions ......................................................................................................... 28
3.2. Gifts and Invitations ................................................................................................ 29
4. Procedures for Prevention, Administration and Solution of Conflicts of Interest ........................................ 29
4.1. Directors ............................................................................................................ 30
4.2. Management and Employees ............................................................................................. 30
4.3. Shareholders ......................................................................................................... 31
4.4. Unsolvable Situations of Conflict of Interest ........................................................................ 31
5. Operations with Affiliates ............................................................................................. 31
VIII. THE ROLE OF STAKEHOLDERS ............................................................................................... 32
1. Stakeholders' General Principles ....................................................................................... 32
2. Relations with Employees ............................................................................................... 33
3. Relations with Clients ................................................................................................. 33
Customer Counsel ....................................................................................................... 34
4. Relations with Suppliers ............................................................................................... 34
5. Relations with the Community ........................................................................................... 35
IX. COMPLAINTS CONCERNING THE CORPORATE GOVERNANCE CODE AND PENALTIES ........................................................ 36
1. Complaints Concerning The Corporate Governance Code .................................................................... 36
2. Penalties .............................................................................................................. 36

INTRODUCTION

The Board of Directors of BANCOLOMBIA S.A., in furtherance of the provisions
that regulate the securities markets in Colombia and in the United States, and
in compliance with its statutory obligations thereunder, has approved this
Corporate Governance Code. The purpose of such Code is to determine the
philosophy and to establish the policies and practices applicable to all
proceedings of the Bank in matters of Corporate Governance, particularly
concerning the relations between management, Board of Directors, shareholders
and stakeholders.

This Corporate Governance Code supersedes the current code approved by the Board
of Directors of BANCOLOMBIA S.A. on August 2001, and the provisions herein
contained supplement the Bank's bylaws and all other applicable legal provisions
in force.

I. DESCRIPTION OF THE BANK

BANCOLOMBIA S.A., who may also be called BANCO DE COLOMBIA S.A., (hereinafter
"BANCOLOMBIA" or "the Bank"), is a banking establishment with main domicile in
the city of Medellin, Colombia.

As an entity of the financial sector and as securities issuer, BANCOLOMBIA is
subject to the surveillance and control of the Superintendency of Finance. In
addition, the Bank has its shares listed at the New York Stock Exchange
("NYSE"), due to which it must comply with the provisions issued by the United
States Securities Commission ("SEC") and all other authorities entrusted with
the regulations of this matter.

II. GENERAL SHAREHOLDER MEETINGS AND SHAREHOLDERS' RIGHTS

BANCOLOMBIA is highly interested in pleasing its shareholders in reciprocity of
the confidence they have shown by investing their money in the Bank, due to
which:

- - It acknowledges and defends the rights of its shareholders.

- - It provides them with relevant information in order for them to make their
own decisions.

- - It plans and carries out the meetings of the General Shareholders'
Shareholders Meeting in order that all its shareholders may participate.

- - It provides an equitable and egalitarian treatment to all its
shareholders.

All shareholders will have the possibility of exercising their rights, posing
observations to the administration, and propose the amendments they deem
pertinent and legal, or submitting the relevant motions for the best performance
of the Bank.

1. GENERAL SHAREHOLDERS' MEETINGS

The highest administrative body of the Bank is the General Shareholders'
Meeting, (hereinafter the "Shareholders' Meeting").

The Shareholders' Meeting shall hold its annual meeting ("Ordinary Shareholders'
Meeting"), no later than March 31st, to examine the situation of the Bank,
appoint the directors and all other executives the election of whom is to be
made by the Shareholders' Meeting; to consider the reports, accounts and balance
sheets of the last business year; to decide on the distribution of profit; and
to agree on all other issues deemed relevant to ensure attainment of the
corporate purpose.

The Shareholders' Meeting shall hold special meetings whenever the unforeseen or
urgent needs of the Bank so require. Such meetings will be summoned by the Board
of Directors, the Chairman, or the External Auditor, either at their own
initiative or upon request of a plural number of shareholders representing at
least twenty percent (20%) of the subscribed shares. At such meetings the
Shareholders' Meeting may not deliberate on topics different from those stated
in the agenda contained in the call, unless otherwise decided by the number of
shareholders required by law and once the agenda has been completed.

The shareholder's request must be made in writing and shall clearly indicate the
purpose of the call.

As a general rule, the decisions of the Shareholders' Meeting shall be adopted
by majority of votes corresponding to the common shares represented at the
meeting, taking into account that every share shall give right to one vote, with
the exceptions determined in the law and in the bylaws of the Bank.

Shareholders may have themselves represented before the Bank to deliberate and
vote at the Shareholders Meeting; for the collection of dividends, and for any
other purpose, by means of a proxy granted in writing, in accordance with the
law and within the terms and conditions stated in the bylaws.

The decisions adopted by the Shareholders Meeting shall bind all shareholders.

2. RIGHTS OF SHAREHOLDERS

In addition to the rights stated in the law and in the bylaws, the shareholders
shall have the following basic rights:

a. To participate from the dividends of the Bank in accordance with the
type of shares they hold, provided a distribution of profits will
take place in accordance with the decision of the Shareholders'
Meeting.

b. To participate and vote in the decisions to be adopted by the
General Shareholders' Shareholders Meeting, according to the type of
shares they hold, including the designation of the bodies and
persons which, in accordance with the law and the bylaws the
Shareholders' Meeting is to elect. Likewise, they may grant proxies
to be represented in such Shareholders' Meetings.

c. To transfer or dispose of their shares, according to the provisions
of the law and the bylaws and abiding by shareholders' agreements,
if any; as well as to know the shares registration methods and the
identity of the main shareholders of the Bank, in accordance with
the law.

d. To have access to public information of the Bank in due time and in
an overall manner.

e. To make recommendations to the Bank on Corporate Governance.

f. To request before the Bank's Shareholders and Investors Relations
Office, authorization to conduct, at the expense and under the
responsibility of the shareholder, specialized audits, within the
following terms and conditions:

- The specialized audits may be conducted during the fifteen
(15) days preceding the holding of the Ordinary Shareholders'
Meeting, within the right of inspection of books and documents
of the Bank stated in the Commercial Code and on the same
documents authorized by law.

- In accordance with section 15 of Colombian Constitution and
section 61 of the Colombian Commerce Code, under no
circumstance, may the rights of the Bank be violated under the
pretext of the specialized audits, and neither may such audits
violate the Bank's information on agreements that establish
competitive advantages and, in general, any other documents
considered privileged or confidential, or of third parties.

- Specialized audits may not be conducted on industrial secrets
or concerning subject matters of intellectual property rights
protected by law.

- Under no circumstance may specialized audits affect the
autonomy of the administrators, according to their legal and
statutory faculties.

- Petitions to conduct a specialized audit must be submitted in
writing, indicating in detail the reasons and facts for such
petition, the specific subject matter of the audit, which
shall be congruent with the invoked grounds, and the term of
duration thereof. The auditing firms or professionals retained
to accomplish such audits must at least have the same capacity
as the External Auditor appointed by the General Shareholders'
Shareholders Meeting for the corresponding term.

- The working documents of the specialized auditor shall be
subject to confidentiality and shall be kept for a term of not
less than five years, counted as of the date they were
prepared.

g. To associate for the exercise of their rights.

h. To request, jointly with other shareholders, a call to a
Shareholders Meeting, in accordance with the provisions of paragraph
third, sub-paragraph first of Chapter Second of this Code.

i. To exercise their withdrawal rights ("Derecho de Retiro") in
accordance with the provisions of the Financial System Law
("Estatuto Organico del Sistema Financiero"). This right may be
exercised whenever, in case a merger is agreed, the exchange ratio
resulting from the technical study thereof is modified by decision
of a majority exceeding eighty-five percent (85%) of the subscribed
shares of each one of the interested entities.

In this case the shareholders who do not agree on the new ratio
shall be entitled to withdraw. Should a shareholder of the Bank
decide to exercise this right, the Bank shall pay his shares in cash
within the month following the date of the Shareholders Meeting
which decided the merger; such acquisitions will be charged to the
Bank's capital either as a capital decrease or as an acquisition of
treasury shares, in the terms and conditions stated by the
Superintendency of Finance. The price of such shares shall be equal
to the price per share that has served as basis for the exchange
ratio proposed in the technical study.

Likewise, shareholders may exercise their withdrawal right in the
event of a spin-off, when applicable, according the banking
regulations on the matter.

In any event, the withdrawal right shall be subject to the
provisions of the regulations in force.

3. EQUITABLE TREATMENT OF SHAREHOLDERS

The shares of the Bank shall be nominative and may be either common shares,
preferred shares, or with preferential dividend and without right to vote.

Shares with preferential dividend shall not grant their holder a right to vote
at Shareholders' Meetings, unless otherwise provided in the Bank's bylaws and in
Colombian law. In the event of such exceptions, the Bank shall timely inform
such shareholders, in order for them to exercise their voting right or to grant
the necessary proxies.

In any event, the Bank shall see that shareholders with holding preferential
dividend rights but without right to vote be timely called to the Shareholders'
Meeting to be heard therein, for which they shall designate a spokesman to
represent them.

All the shareholders of the Bank shall be treated equally, bearing in mind that
every shareholder has the same rights of other shareholders holding the same
class of shares.

4. SHAREHOLDERS' REPRESENTATION (PROXIES)

The following are prohibitions addressed to the directors, employees, officers,
and cooperators of BANCOLOMBIA and of the entity entrusted with the
administration of the Bank's shares, in order to ensure that equitable treatment
is given to all shareholders:

a. To incentivate, promote or suggest the shareholders to grant proxies
in blank, where the name of the representative for the SHAREHOLDERS'
MEETINGS is not clearly identified.

b. To receive from the shareholders proxies for SHAREHOLDERS' MEETINGS,
not clearly showing the name of the respective representative.

c. To admit as valid, proxies granted by shareholders without
fulfilling the legal requirements. This means that the proxies must
be granted in writing, indicating the name of the representative,
the person on whom it may substitute the proxy, if pertinent, and
the date and time set for the meeting. The companies that grant a
proxy shall accompany a recent certificate accrediting their
existence and representation according to the law.

d. To suggest or determine the name of those who shall act as
representatives at SHAREHOLDERS' MEETINGS.

e. To recommend the shareholders to vote for a certain list.

f. To suggest, coordinate or agree with any shareholder or
representative of a shareholder, the submittal of motions for the
consideration of the Shareholders Meeting, subject to the provisions
contained in Articles 64, paragraph 28, and 70, paragraph 16 of the
bylaws, which empower the Board of Directors and the Chairman to
submit motions before the Shareholders Meeting in order to ensure
the sound development of the Institution.

g. To suggest, coordinate or agree with any shareholder or with a
representative of the shareholder, to vote in favor of, or against
any motion submitted for consideration of the Shareholders Meeting.

The described conducts shall also be banned whenever accomplished through a
third party.

In accordance with the bylaws, the administrators and employees of the Bank may
not act as proxies to represent shares of other shareholders at the Shareholders
Meeting meetings, nor may they substitute the proxies vested on them.
Administrators and employees may not vote, even with their own shares, on
decisions dealing with the approval of balance sheets and accounts of the end of
the business year, or liquidation accounts. The employee who in turn is a
shareholder of the Bank and wishes to represent his own shares at a
Shareholders' Shareholders Meeting or to have himself represented granting a
proxy to a third party shall expressly inform so to the Bank upon requesting his
credential, or shall so state in the respective proxy, in order for his vote not
to be taken into account for the approval of the financial statements.

With the exception indicated in the above paragraph, the administrators or
employees of the Bank may exercise the political rights inherent to their own
shares and to those they represent whenever acting in their capacity as legal
representatives.

5. RELATIONS OF THE SHAREHOLDERS WITH THE BANK

Shareholders shall be loyal to the Bank, abstaining from participating in acts
or conducts with respect to which there is conflict of interests, or which harm
the interests of the Bank or imply disclosing of Bank's privileged information.

The commercial relations of the Bank with its main shareholders shall be
conducted within the limitations and conditions established by the pertinent
regulations and, in any event, within the market conditions. Such relations
shall be disclosed in the notes to the financial statements of the Bank.

III. DIRECTORS AND EXECUTIVE OFFICERS ("ADMINISTRATORS")

All Administrators shall act in good faith, with loyalty and diligently in a
business-like manner. Their acts shall be accomplished in the interest of the
Bank, taking into account the shareholders' interests.

In compliance with their duties, the Administrators shall:

a. Make all efforts leading to adequate performance of the Bank's
corporate purpose.

b. See that all legal and statutory provisions are strictly complied
with.

c. See that the duties entrusted to the external auditor are adequately
accomplished.

d. Keep and protect commercial and industrial confidentiality of the
Bank and of the businesses with its clients.

e. Abstain from unduly using privileged information.

f. Give an equitable treatment to all shareholders and respect their
right of inspection, in accordance with the law.

g. Abstain from participating either directly or through a third party
on its own personal interest or in the interest of third parties, in
activities that imply competition with the Bank or in acts where
there is conflict of interests.

1. BOARD OF DIRECTORS

The activity of the Board of Directors, in its capacity as the highest
administrative body, shall be directly focused on defining the general policies
and strategic objectives of the Bank, as well as on the follow-up of all actions
taken to attain such purposes and policies, always bearing in mind shareholders'
rights and the Bank's sustainability and growth. Likewise, it shall see that the
provisions of the Corporate Governance Code adopted by the Bank, are complied
with.

The specific functions of the Board of Directors are established in the Bank's
bylaws and in the law.

The Board of Directors shall also promote the best treatment and care given to
shareholders, clients, employees, suppliers, and the community.

The attributions of the Board of Directors are deemed sufficient to order the
execution or entering into any act or contract included within its corporate
purpose, and to adopt the decisions deemed necessary for the Bank to fulfill its
purposes pursuant to the law and the bylaws.

1.1. ELECTION, COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS.

According to the law and the Bank's by-laws, the Board of Directors shall be
elected by the Shareholders at the General Shareholders Meeting. The Board of
Directors shall consist of nine members named first, second, third, fourth,
fifth, sixth, seventh, eighth and ninth according to their order of election.

The electoral quotient ("Cuociente Electoral") system and all other provisions
contained in the by-laws shall be applied to the election of the members of the
Board of Directors or of any other body, pursuant the applicable commercial law.

The members of the Board of Directors (hereinafter the "Directors") shall serve
for a 2-year term, but shall remain in office until their successors have been
elected and approved by the Superintendency of Finance, unless otherwise removed
or disqualified.

The Directors may be reelected and freely removed at the General Shareholders'
Meeting even before the expiration of their respective terms.

In order to set the Directors' compensation, the Shareholders at the General
Shareholders' Meeting shall consider the number and quality of the Directors as
well as their responsibilities and time required to perform their duties, in a
manner that the compensation properly reflects the contribution that the Bank
expects from its Directors.

1.2. PRINCIPLES FOR DIRECTORS ACTIONS

In order to maintain the greatest possible objectiveness, independence and
knowledge in decision-making, Directors shall individually and as a body be
ruled by the following principles:

a. Once elected, Directors represent all shareholders and, thus, they
may not be biased in the interest of certain shareholders or groups
of shareholders in particular.

b. They shall perform their duties in good faith, in an independent
manner and with due diligence and care, always bearing in mind that
their decisions should be in the best interest of the Bank and of
all its shareholders.

c. They shall equitably and fairly treat all shareholders in their
decisions.

d. In development of their duties, they shall promote compliance with
applicable laws, the bylaws, the Corporate Governance Code, the
Ethics Code, and all other provisions and regulations adopted by the
Bank.

e. They shall exercise their position in an objective and independent
manner.

f. They shall define the plans, strategies, and objectives of the Bank.

g. They shall know the financial and operative condition of the Bank
and the important segments of the Bank's businesses.

h. They shall actively participate in the Board meetings and in the
meetings of the Committees to which they belong to, preparing and
reviewing beforehand the study and analysis material for the
meetings, which will be properly and timely provided by management.

i. They shall prevent conflicts of interest with the Bank, informing
the other members of the Board on their presence and abstaining from
voting on the relevant issue.

1.3. MAIN RESPONSIBILITIES OF THE BOARD OF DIRECTORS

In addition to the ones established by the law and Bank's bylaws, the main
responsibilities and powers of the Board shall be:

a. GOVERNANCE

The Board of Directors has the responsibility of performing its own duties
strictly following Corporate Governance practices as contained in this Code,
ensuring compliance thereof and seeking progressive development of better
standards in the matter pursuant to the development of the topic nationwide and
internationally.

b. TOP MANAGEMENT

The Board of Directors is responsible for the election, evaluation, remuneration
and substitution of the Bank's President and Vice-presidents, and shall
determine their main responsibilities and supervise the succession plan.

c. BUSINESS

In the operation of the business, the Board has been entrusted with the power of
approving and revising its strategy, the main projects, the risks policy, the
budgets, and the business plan of the Bank, together with the new products and
services.

d. CONTROL

The Board of Directors shall promote the integrity of accounting systems,
managerial, financial and auditing information, and shall see for the adequate
operation of control systems, risks follow-up and legal compliance.

e. ETHICS

Finally, the Board of Directors is entrusted with the promotion of an ethical
behavior in the Bank pursuant to the principles contained in the Ethics Code,
the appropriate use of the corporate assets, and adequate related-party
transactions. The Board of Directors will include in the Ethics Code the
creation and existence of an Ethics Committee and will regulate its activities.

1.4. CRITERIA FOR THE SELECTION OF DIRECTORS

For the election of the members of the Board, the Shareholders Meeting shall
bear in mind the selection criteria and incompatibility standards established by
the applicable law and, when possible, the additional issues described
hereinbelow, which are given in order to establish adequate criteria to
designate the directors.

a. GENERAL PRINCIPLES

The Directors shall be elected pursuant to the same criteria. To the extent
possible, each Director should have a professional skill in accordance with the
Bank's business. Each Director shall have sufficient time to comply with his/her
obligations as a Director.

b. BASIC SKILLS

All Directors shall have basic skills that allow them to duly comply with their
duties. They should have analytic and managerial skills, a strategic vision of
the business, objectiveness and capacity to express their viewpoint and to
assess managerial charts. In addition, they should have the capacity to
understand and question the financial information and business proposals, and to
work within an international environment.

c. SPECIFIC SKILLS

In addition to the basic skills, every member of the Board of Directors shall
have other specific skills that allow him/her to contribute in one or more
dimensions, due to his/her special field of expertise and knowledge of the
industry, and financial, risks or legal matters, commercial topics or crisis
management.

The Bank shall afford the best way to see that the knowledge of each one of the
members of its Board of Directors is the most adequate for the Bank's business
and general environment.

d. AGE

At the time of their election, Directors may not be over 70 years of age.

e. INDEPENDENCE

The administration of the Bank shall recommend to the Shareholders to prepare
lists for the designation of Directors that include a number of independent
Directors equal to at least 25% of the total number of Directors or the
applicable legal minimum in force.

Independent Directors shall be considered those who comply with the independence
standards set forth in Colombian Law 964 of 2005, as amended.

In addition, in accordance with applicable law, the Board of Directors may not
be formed by a number of members who work for the Bank and who may, by
themselves, constitute the necessary majority to adopt any decision.

1.5. INCOMPATIBILITIES OF THE DIRECTORS

In accordance with commercial law in force, the Board of Directors may not be
comprised of any majority formed by persons related by marriage or kinship
within third degree of consanguinity or second degree of relationship by
marriage or first civil degree. Should the Board be elected disregarding this
provision, it may not act, and the previous Board shall continue exercising its
functions, and the Shareholders Meeting shall be called forthwith to make a new
election. Decisions adopted by a Board of Directors with the vote of a majority
that contravenes the provisions of this regulation shall lack validity.

In addition, those who in the year prior to their appointment were in a
management post, exercising inspection, surveillance or control functions at the
Superintendency of Finance; those who have a pending litigation with the Bank;
or those who have performed as external auditor, internal auditor or counsel for
the defense of the client of the entity during the preceding year, may not be
members of the Boards of Directors.

1.6. EXTERNAL ADVISORS

The Board of Directors may directly hire or order the management to hire
external advisors for the service of the Board of Directors independent from
those hired by the management, whenever it deems it necessary for the best
performance of its duties.

1.7. BUDGET

The Board of Directors shall annually prepare the expenses budget required to
conduct its management. This budget shall specially consider the issues related
with necessary fees to hire external advisors different from those retained by
the administration whenever required by the needs of the Bank, including
domestic and international travels, entertaining expenses, attendance to
seminars and events, and all other expenses required to ensure an adequate
administration.

1.8. MEETINGS OF THE BOARD OF DIRECTORS

In accordance with the Bank's bylaws, the meetings of the Board shall be held at
least once a month. Notwithstanding, whenever special circumstances so require,
special meetings may be held upon summons made pursuant to the Bank's bylaws.

The Board of Directors shall meet at least once a year, in a special session, to
analyze, assess, and decide on the Bank's plans and strategies.

1.9. MEETINGS WITHOUT PRESENCE OF MANAGEMENT

The Board of Directors may hold the necessary meetings without presence of
officers belonging to the Bank's management. Such meetings will take place
whenever

determined by the Board and the decisions adopted therein shall be fully valid
provided they comply with the requirements demanded in the law and in the
bylaws.

1.10. INTRANET OR ANY OTHER MEANS OF INFORMATION AND COMMUNICATION FOR ANALYSES,
DISCUSSIONS, DOCUMENTS, ETC.

The management of the Bank shall place at the disposal of the Directors an
electronic information and communication system that allows to conduct
discussions and analyses among them and with the main executive officers of the
Bank, which will be secure and reliable, and shall have confidentiality elements
similar to all other programs of the Bank.

1.11. BOARD OF DIRECTORS' SUPPORTING COMMITTEES

The following Supporting Committees for the task of the Board of Directors make
part of the Bank's internal control systems; such committees will be designated
by the Board itself and shall be made up as follows:

1.11.1. BOARD OF DIRECTORS' COMMITTEE

The Board of Directors' Committee is made up by the Chairman of the Board,
another Director and the President of the Bank. The Secretary General of the
Bank shall act as Secretary of such Committee.

The Board of Directors' Committee has duties concerning the Directors
individually, and the Board of Directors as a whole.

Its main responsibilities with regard to the Directors are:

i. To develop and review Directors' roles and their election requirements
(skills and limitations) and to define policies for renewal of the Board.

ii. To promote Directors' training, as well as their adequate updating in
academic and commercial topics.

iii. To promote the attendance of Directors to seminars and events that allow
them to be in contact with local and international organizations, entities and
companies.

With regard to the Board of Directors, the Committee shall:

i. Determine the meetings agenda and calendar, and supervises the accurate,
timely and relevant information flow to Directors.

ii. Formulate suggestions for the best performance by the Board of Directors,
benefiting from the available technology and resources.

iii. Recommend the communications scheme with shareholders, stakeholders, and
the market in general.

1.11.2. AUDITING COMMITTEE

The Auditing Committee shall be comprised of three (3) Board members, designated
by the same Board. In compliance with the provisions in force, at least one of
its members shall be an expert in financial issues. The Committee shall appoint
its Secretary who may be an officer of the Bank. The purpose of such Committee
is to support the Board of Directors in the supervision of the internal control
system efficacy for decision-making with regard to the control and improvement
of the Bank's activity and of its management and Directors.

The Committee shall order and see that the internal control procedures conform
with the needs, objectives, goals, and strategies determined by BANCOLOMBIA, and
that such procedures are framed within the internal control goals, among which
is the efficacy and efficiency of operations, reliability of the financial
reports, and compliance with the applicable laws and regulations.

The Committee does not substitute the duties of the Board of Directors nor of
the management on the supervision and performance of BANCOLOMBIA's internal
control system.

For its operation, in addition to the provisions of the applicable effective
norms, the Auditing Committee has Internal Regulations that establish its
objectives, duties, and responsibilities.

1.11.3. DESIGNATION, COMPENSATION, AND DEVELOPMENT COMMITTEE

The Designation, Compensation, and Development Committee is made up by two
members of the Board of Directors elected by it. The Vice-president of Human
Relations of the Bank acts as Secretary of this Committee.

This Committee determines the policies and provisions for contracting,
remuneration, compensation, and development of Management and key personnel for
the Bank. Likewise, it continuously surveys the goals of the different
compensation programs with regard to the performance of the officers, and it
assesses the efficacy of such programs.

The following are duties of the Committee, among other:

a. It defines the administration policies of human resources,
establishing the selection, evaluation, compensation, and
development processes for top management, determining their goals.

b. It fosters the availability of staff, making a review of top
management succession plans.

c. It evaluates top management performance, as deemed relevant.

d. It issues recommendations for the Board of Directors concerning
appointments and remuneration.

1.11.4. OTHER COMMITTEES DESIGNATED BY THE BOARD OF DIRECTORS

In compliance of its duties and regulations in force, the Board of Directors has
established the creation of the following supporting committees:

1.11.4.1. RISKS COMMITTEE

The main function of this Committee is to support the approval, follow-up and
control of strategies and policies for risk management, including the limits to
act within different areas. In addition, it supports the Board of Directors and
the Presidency of the Bank in the knowledge and understanding of the risks
assumed by the Bank and the capital required to support them.

The Board of Directors determines who are to form part of this Committee, among
which there may be certain of its members, as well as the President, certain
Vice-presidents, and other officers of the Bank.

1.11.4.2. CREDIT COMMITTEE

The duties of this Committee are: decide on the credit approval process, the
structure and composition of the receivables portfolio, the methodologies and
risk management tools concerning credit, and study the report of the operations
approved at lower level. In addition, this Committee is to approve the
exceptions regime and must define the mechanisms for urgent operations, but it
may delegate attributions to other Committees.

The Board of Directors appoints the members of the Credit Committee, which shall
include the President of the Bank, the Vice President of Risk Analysis who
chairs the Credit Committee, as well as several other Vice Presidents and
officers of the Bank.

1.11.4.3. ASSETS AND LIABILITIES COMMITTEE

Its purpose is to provide support to the Board of Directors and the Presidency
of the Bank in the definition, follow-up and control of the general policies,
and assumption of assets and liabilities management risks. To this end it shall
develop the duties that have been assigned to it under the regulations in force.

The Board of Directors determines who are the members of such Committee, among
which there may be the President and certain Vice-presidents of the Entity.

1.11.4.4 CENTRAL COMMITTEE OF RECEIVABLES ASSESSMENT AND RATING

This Committee has the main responsibility of assessing and rating the Bank's
receivables and is made-up by certain Vice-presidents and other officers of the
Bank.

Likewise, there are regional Committees the purpose of which is the assessment
and rating of receivables in the different regions.

2. PRESIDENT AND OTHER EXECUTIVES OFFICERS

It is the Board of Directors who shall appoint and freely remove the President
of the Bank and his alternate, together with all other executives which,
according to the law or the bylaws, are to be appointed by it.

The Bank's top management members shall be under 65 years of age.

For purposes of determining the remuneration of the President and other
Executive Officers, the Board of Directors shall take into account their skills,
experience, responsibilities, duties, generation of value added for the entity
and financial situation thereof.

For the appointment of said officers, it shall take into account the candidates
that share the vision, mission, and institutional values, and have managerial
skills, technical knowledge, human virtues, and moral adequacy.

The governance and management duties entrusted to the President are established
in the bylaws, together with the duties of the Secretary General of the Bank.
The duties of all other executives shall be jointly determined by the Board of
Directors and the Presidency.

3. INFORMATION ON THE DIRECTORS, THE PRESIDENT AND OTHER EXECUTIVES OFFICERS

Basic information on the Directors, the President and other Executive Officers
of the Bank may be consulted at the Bank's web site, www.bancolombia.com, in the
annual report submitted in Form 20F, available at the web site of the Bank, as
well as in the web page of the United States Securities Commission ("SEC"),
www.sec.gov.

4. SHARES TRANSACTIONS

In accordance with the provisions of the Commercial Code, the Bank's Directors
and management may not directly or indirectly dispose of, or acquire shares of
the Bank while in office, except when dealing with non-speculative operations
and with the authorization of the Board of Directors granted with the
affirmative vote of two thirds of its members, excluding the vote of the
petitioner, or when deemed relevant by the Board of Directors of the Bank, with
the authorization of the Shareholders Meeting, with the affirmative vote of the
ordinary majority foreseen in the bylaws, excluding the vote of the petitioner.

In any event, the negotiation of shares accomplished by any officer, director or
administrator of the Entity, may not have speculation purposes. It shall be
assumed that speculation purposes exist whenever three of the following
requirements concur: i) suspiciously short terms elapsed between purchase and
sale of shares; ii) exceptionally favorable situations for the Bank have
occurred; and iii) a significant profit has been obtained with the operation.

In accordance with the provisions of the Financial System Law, the Bank may not
acquire or possess its own shares unless the acquisition is necessary to prevent
a loss

of previously contracted debts in good faith. In this case, the shares acquired
must be sold in accordance with the law.

5. ECONOMIC RELATIONS OF THE BANK WITH THE DIRECTORS, THE PRESIDENT, AND OTHER
EXECUTIVES OFFICERS

The economic relations of the Bank with its Directors, the President, and the
Executive Officers shall be conducted within the limitations and conditions
established in the relevant provisions and in the regulations on prevention,
management, and solution of conflicts of interest.

Every relevant information concerning the existing economic relations between
the Bank and its Directors, the President, and the Executive Officers, will be
made known to the public in the reports corresponding to every business year.

6. MECHANISMS TO ASSESS PERFORMANCE OF THE DIRECTORS, PRESIDENT, AND OTHER
EXECUTIVES OFFICERS

The Board of Directors shall annually accomplish an evaluation of its
management, which shall include among other, the attendance of its members to
the meetings, their active participation in the decisions, the follow-up they
accomplish to the main issues of the Bank, the evaluation of their tasks and
their contribution to define the strategies and projection of the Bank.

Likewise, the Board of Directors shall annually assess the management
performance of the President of the Bank and the President shall assess the
performance of the executives who report directly to the President.

IV. TRANSPARENCY, FLUIDITY AND INTEGRITY OF THE INFORMATION. CONFIDENTIALITY.

1. DISCLOSURE OF FINANCIAL INFORMATION, RISKS RELATED INFORMATION, INTERNAL
CONTROL AND OTHER RELEVANT INFORMATION

The Bank prepares and submits information on its financial situation in
accordance with the legal provisions and the applicable accounting standards.

Among other issues, the Bank shall report to its shareholders and to the market
in general on:

a. Foreseeable principal risks and the measures to confront them, as well as the
mechanisms used for risk management. The risks to which the Bank is exposed to
are jointly described with the policies for measurement and control thereof in
the web site www.bancolombia.com, as well as in the notes to the financial
statements.

b. The financial statements, in the terms established by law taking into account
that the reports of the business year shall be certified by the External
Auditor. Such statements include, among other data, the Bank's historical cash
flows, the guarantees it has established on behalf of third parties, as well as
the Bank's investments.

c. The relevant findings made by the External Auditor and other audits requested
by the Bank. The reports containing such findings shall be disclosed as
produced, through the means established by law.

d. Material findings arising from the internal control system implemented by the
Bank, as well as important projects concerning such system, and any relevant
change in its structure.

e. Main shareholders, understanding by such term beneficial owners of more than
5% of the outstanding shares of the Bank, and all relevant changes in equity
interest and control.

f. Agreements between the main shareholders of the Bank of which the Bank has
knowledge and which involve the shares, their rights, the exercise of such
rights, the administration of the Bank, etc.

g. The relevant business entered into between the Bank and its main
shareholders.

h. The material acts and contracts executed by the Bank.

i. All other reports of relevant facts concerning financial matters or risk and
internal control issues that may materially affect the Bank. Such facts will be
disclosed as they are incurred, through the information channel deemed adequate
for each particular case, in accordance with the available options described in
this Code.

The information referred to in sub-paragraphs d, e, f, g and h of this paragraph
shall be disclosed at the Bank's web site www.bancolombia.com, to the extent the
situations to be informed are available, and in any event the Bank shall review
such information from time to time for updating purposes.

2. RISK RATING FIRMS

BANCOLOMBIA has retained the services of independent risk rating companies in
order to conduct the corresponding analyses and inform the market on the timely
payment probability of the obligations derived from the securities issued by the
Bank in general, in order for such rating companies to issue an opinion on the
Bank's skills as market-maker in the terms of the provisions that regulate such
activity.

BANCOLOMBIA is also rated by other international firms that assess the Bank's
situation and publish the reports periodically.

In addition, each one of the bonds issues or commercial papers issued by the
Bank have the risk and investment rating awarded by internationally acknowledged
and independent securities rating firms.

The ratings are at the disposal of the interested persons at the Bank's web
page.

3. INFORMATION CHANNELS FOR SHAREHOLDERS, INVESTORS, AND THE MARKET IN
GENERAL

The Bank shall maintain the following information channels with its
shareholders, investors, and the market in general:

3.1. SHAREHOLDERS AND INVESTORS RELATIONS OFFICE

The Bank's Shareholders and Investors Relations Office develops among other, the
functions assign to it in the securities regulations in force.

Such office's main objective is to provide clear and objective information on
the Bank and its activities that allows shareholders and investors to make
informed decisions concerning their investments with the Bank. Such office shall
maintain permanent contact with the community of shareholders, investors, and
local and international analysts.

Access to this office may be obtained entering the Bank's web site
www.bancolombia.com, or writing to the following e-mail addresses:

relacionconinversionistas@bancolombia.com
investorrelations@bancolombia.com

or addressing a letter to:

Gerencia Relacion con Inversionistas
Att. Mauricio Botero Wolf

Carrera 52 No. 50-20
Medellin-Colombia

3.2. ANNUAL REPORT

The Bank annually prepares a document called Annual Report ("Informe de
Gestion") compiling the report of the Board of Directors and the President to
the shareholders, the individual and consolidated financial statements, the
opinions of the External Auditor, and the notes to the financial statements.

The Management Report shall also include the results of the annual evaluation
accomplished by the Board of Directors in accordance with the Corporate
Governance standards adopted by the Bank in agreement with this Code.

3.3. NOTES FOR THE SHAREHOLDER

This is a bulletin that circulates quarterly whereby shareholders are informed
on the main occurrences related with the Bank, including the financial
statements of the end of the business year and of intermediate terms. Such
bulletin is also incorporated in the Bank's web site www.bancolombia.com.

3.4. INFORMATION DISCLOSURE AND UPDATING ("INFORMACION EVENTUAL")

The Bank shall strictly comply with the provisions that regulate the Colombian
Securities Market, publishing through the Superintendency of Finance the
relevant information demanded by such provisions.

By "Informacion Eventual" it is meant such information which would have been
taken into account by a cautious and diligent expert when purchasing, selling or
keeping securities, as well as that which a shareholder would take into account
upon exercising his/her ownership rights in the respective Shareholders' Meeting
or at any other meeting of a competent body.

Shareholders, investors, and the public may consult at any time such
"Informacion Eventual" on the Web page of the Superintendency of Finance:
www.superfinanciera.gov.co.

The Bank has defined the procedures, parties, tenors, and, in general, the
necessary structure to timely and fully disseminate the relevant information
that may be of interest for the market, as well as for updating the Bank's basic
information.

3.5. INFORMATION FILED AS FOREIGN ISSUER

The Bank quarterly publishes reports with information on its performance. Such
reports are available for shareholders and the market in general both, in
Colombia, and abroad.

Likewise, through the United States Securities Commission ("SEC") the Bank sends
an annual report under Form 20F, informing on the Bank's results during the
year.

Furthermore, the Bank publishes abroad the information deemed relevant for
investors, which has also been published in Colombia through the "Informacion
Eventual" described above.

3.6. DOMESTIC AND INTERNATIONAL MEETINGS AND TELECONFERENCES

The Bank's management conducts meetings with shareholders and investors, and
accomplishes domestic and international meetings and teleconferences. Such
meetings and teleconferences may be held within the terms determined by the
Presidency, in order to inform on the Bank's results and its general course of
business.

4. CONFIDENTIALITY

According to the provisions of the Bank's Code of Ethics, the directors,
employees, officers, and cooperators of BANCOLOMBIA shall keep the working
documents and information under their care as confidential. Therefore, they
shall control and prevent undue use of such information at any instances or by
any divisions of the Bank, and shall not allow such information to be known by
unauthorized persons or by persons who do not work in the respective area where
the disclosed information is needed.

Likewise, they may not reveal or convey the technologies, methodologies,
know-how, industrial or commercial secrets or strategies belonging to the Bank,
its customers or suppliers to other employees or third parties to which they had
access by virtue of their position in the Bank, nor shall they attempt illegal
access to industrial or commercial secrets or strategies.

V. CONTROL MECHANISMS

1. EXTERNAL CONTROL MECHANISMS

1.1. SUPERINTENDENCY OF FINANCE

The Bank is supervised by the Superintendency of Finance of Colombia, a
technical entity annexed to the Colombian Ministry of Finance and Public Credit
that acts as the inspection, supervision and control authority of the financial,
insurance and securities exchange sectors and any other activities related to
the investment or management of the public's savings. The Superintendency of
Finance has been entrusted with the objective of supervising the Colombian
financial system with the purpose of preserving its stability and
trustworthiness, as well as promoting, organizing and developing the Colombian
securities market and protecting the users of financial and insurance services
and investors.

1.2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") AND NEW YORK
SECURITIES EXCHANGE ("NYSE")

The Bank is under the surveillance of the United States Securities and Exchange
Commission ("SEC") and is subject to compliance with the provisions issued by
such entity for foreign issuers concerning the American Depositary Shares
("ADR"), registered at the New York Securities Exchange. Likewise, the Bank must
comply with the regulations and standards established by the New York Securities
Exchange ("NYSE").

1.3. FEDERAL RESERVE BANK OF THE UNITED STATES OF AMERICA ("FED") AND FLORIDA
DEPARTMENT OF FINANCIAL SERVICES

For purposes of the operations the Bank accomplishes through its International
Banking Agency in the city of Miami, Florida, BANCOLOMBIA is subject to
surveillance by the Federal Reserve Bank of the United States of America ("FED")
and by the Florida Department of Financial Services.

1.4. EXTERNAL AUDITING

The Bank has a Principal External Auditor with his Alternate. Such External
Auditor complies with the duties foreseen in the Second Book, Title I of the
Commercial Code, and abides by the provisions therein contained, being also
subject to the provisions of its Bylaws.

The External Auditor is elected by the Shareholders' Meeting for 2-year terms.
The same body is responsible for determining the auditor's remuneration, as well
as for his free removal when deemed necessary.

The election of the External Auditor shall be based on an objective and public
evaluation conducted by the Audit Committee under conditions of complete
transparency of at least two alternatives on criteria such as services offered,
fees and expenses, experience, knowledge of the sector, etc.

The External Auditor, in its report to the Shareholders' Meeting shall include,
in addition to the requirements demanded by law, all relevant findings in order
for the shareholders and other investors to have available the necessary
information for decision-making on the corresponding securities.

2. INTERNAL

The Bank has an adequate internal control structure, which is permanently
reviewed by the administration and the Board of Directors, in order to develop
corrective measures and improvements determined by the results of such revision
and the new domestic and international standards.

This way the Bank's management shall see that the internal control system not
only complies with the provisions and practices applicable in Colombia, but with
the United States standards, such as the Sarbanes-Oxley law, the requirements
and recommendations of the NYSE, and all other provisions and principles that
regulate internal control and its disclosure in both markets.

The Board of Directors of the Bank has an active role with regard to the
internal control systems implemented therein, both directly, and through the
different supporting committees.

2.1. INTERNAL AUDITING

The Bank has an auditing department entrusted with the evaluation of internal
control systems, risk management and corporate governance, which improves the
Bank's efficiency.

The Bank may retain internationally reputed external auditors to assess the
quality and effectiveness of its internal control system, and to advise it in
order to add value in the control of the execution of the Bank's operations.

2.2. MONEY LAUNDERING PREVENTION AND CONTROL OVERALL SYSTEM

According to the requirements of the laws in force, the Bank has an overall
system for prevention and control of asset laundering and other unlawful
activities, the basic principles of which are the knowledge of the client, the
determination of the movements by user and client, the knowledge of the market,
the detection and analysis of unusual operations, and the determination and
report of suspicious operations. To check compliance with such overall system,
the Bank has appointed a anti Money Laundering Compliance Officer and has a
prevention and control manual for the laundering of assets that compiles the
provisions and policies, which must be followed in this matter.

VI. CODE OF ETHICS

The Bank has a Code of Ethics, which compiles the behavior rules and principles,
which seeks to guide the attitude and behavior of its Directors, officers and
employees.

The principles contained in such Code must be taken into account by the
administrators and employees of the Bank in development of their duties, and
shall supplement the provisions established in this Corporate Governance Code.

VII. CONFLICTS OF INTEREST AND PRIVILEGED INFORMATION

1. DEFINITION OF CONFLICT OF INTEREST:

By conflict of interest it is understood the situation by virtue of which a
Director, officer or employee of the Bank who must make a decision, or
accomplish or omit an action in compliance of his/her functions has the option
to choose between the interest of the Bank, the client, the user or the
supplier, and its own interest, or the interest of a third party, in such a way
that choosing one of the two latter options he/she or the third party would be
benefited economically or otherwise, disregarding a legal, contractual or
statutory duty, and obtaining an advantage that he/she would otherwise not
receive.

2. SITUATIONS THAT MAY PRESENT A CONFLICT OF INTEREST

The following are certain situations that may generate a conflict of interest,
among others:

- Decisions on investments whenever the person who adopts them is a
legal representative, director, officer or partner with a
shareholding interest exceeding ten percent (10%) in the issuer or
in the entity responsible for the corresponding documents or
securities.

- Acquisition or contract arrangements by the Bank with respect to
fixed assets with directors, officers or employees of the Bank who
participate in the respective analysis or decisionmaking, or with
any spouse, domestic partner or relative to the second degree of
consanguinity, the second degree by marriage or the first civil
degree. In any event, there shall be a conflict of interest if the
business is accomplished in conditions substantially different from
those prevailing in the market.

- Acquisition or contract arrangements by the Bank with respect to
fixed assets with any company where a director, officer or employee
of the Bank who participates in the Bank's analysis or
decisionmaking concerning the transaction, or where any spouse,
domestic partner or relative to the second degree of consanguinity,
the second degree by marriage or the first civil degree of any such
person, holds a percentage ownership exceeding five percent (5%) of
the equity in such company.

- In general, any operation conducted under conditions more favorable
to the respective director, officer or employee than prevailing
market conditions that incorporates the elements of the conflict of
interest definition established in this Code and in accordance with
the parameters established in the Code of Ethics, excluding any
general exceptions previously determined by the Board of Directors.

3. RULES OF CONDUCT

3.1. PROHIBITIONS

According to the legislation in force, the administrators shall abstain from
participating either directly or through a third party on their own behalf or on
behalf of third parties, in activities that imply competition with the Bank or
in acts with respect to which there is a

conflict of interest, except otherwise expressly authorized by the Shareholders'
Meeting. In such cases, the administrators shall furnish the Shareholders'
Meeting all the relevant information for decision-making. The respective
determination shall exclude the vote from the administrator. In any event, the
authorization may only be granted whenever the act does not go against the
interests of the Bank.

In addition, in accordance with the principles and rules of conduct established
in the Code of Ethics of the Bank, the internal work regulations and the laws in
force, the Directors, officers and employees of the Bank must abstain from:

a. Participating in activities, businesses or operations contrary to
the law, the Bank's interests or those which are in detriment to
compliance with their duties and responsibilities or which may
affect the Bank's good name.

b. Accomplishing any business or operation based on friendly or
unfriendly feelings.

c. Abusing of their capacity as directors, employees, officers or
cooperators of the Bank to obtain benefits for themselves or for
third parties related with products or services rendered by the
Bank, or to obtain personal benefits from suppliers, contractors,
clients or users.

d. Granting to majority shareholders any type of economic preference
that is beyond the parameters and policies established by the Bank
for the different businesses accomplished.

On the other hand, every Director, officer, employee, auditor and, in general,
any of the foregoing persons with access to privileged information has the legal
duty of abstaining from accomplishing any operation that may give rise to
conflict of interest based on such information.

3.2. GIFTS AND INVITATIONS

In accordance with the Code of Ethics, Directors, employees, officers and
cooperators of the Bank may not give, offer or accept either directly or
indirectly, any gifts, favors, donations, invitations, trips or payments in
development of the activities accomplished in the Bank that may influence their
decisions to facilitate businesses and operations for their own benefit or for
the benefit of third parties.

4. PROCEDURES FOR PREVENTION, ADMINISTRATION AND SOLUTION OF CONFLICTS OF
INTEREST

All Directors, officers and employees that are facing a possible conflict of
interest or that consider they may be facing a similar situation, must proceed
in accordance with the provisions of this chapter.

Before any situation that poses a doubt concerning the possible existence of a
conflict of interest, the Director, officers or employees is obliged to proceed
as if such conflict did exist.

4.1. DIRECTORS

Whenever a Director finds that in development of his/her duties he/she may be
facing a conflict of interest, he/she shall forthwith inform so to the remaining
members of the Board and shall abstain in any event from participating in the
discussion and decision of the matter that gave rise to the situation of
conflict of interest.

In the event the majority of the Directors are found in a situation that will
potentially present a conflict of interest, such body shall abstain from
accomplishing the operation or from entering into the act or contract that gave
rise to such situation, except otherwise expressly authorized by the
Shareholders' Meeting in the terms of Law 222, 1995.

4.2. MANAGEMENT AND EMPLOYEES

In the event an officer or an employee of the Bank finds that in exercise of
his/her functions he/she may be facing a conflict of interest, he/she shall
forthwith inform the situation in writing to his/her superior who shall take the
matter before the Ethics Committee of the Bank, in order for it to determine in
each concrete case the manner of avoiding such conflict.

The considerations made by the Committee and the decisions adopted by it with
respect to this matter shall be recorded in a written document by all members of
such Committee.

In any event, should the Ethics Committee deem that the situation of possible
conflict of interest should be known by the Board of Directors, it shall send it
all the information on the particular case, in order for the Board to decide in
last instance the mechanisms to prevent the conflict.

4.3. SHAREHOLDERS

4.3.1. DIFFERENCES BETWEEN THE SHAREHOLDERS

The differences of criteria arising among the shareholders with regard to the
general management of the Bank, its operations, projects, and businesses, shall
be discussed and solved by the Shareholders' Meeting pursuant to the provisions
of the law and the Bylaws.

4.3.2. CONFLICTS

Individual conflicts arising between the Bank and the shareholders or among
them, shall be solved in first instance through direct agreement; in second
instance by amicable compounders; in third instance by the intervention of
conciliators from Conciliation and Arbitration Centers of the Chamber of
Commerce of Medellin; and in last instance, by an Arbitration Court that will
operate in the city of Bogota, Colombia, and shall be made-up by three (3)
Colombian citizens, attorneys-at-law in exercise of their civil rights, who
shall rule in law, in accordance with the provisions of the arbitration clause
contained in the Bylaws of the Bank.

4.4. UNSOLVABLE SITUATIONS OF CONFLICT OF INTEREST

In every situation in which it is impossible to prevent a conflict of interest
with respect to the Bank, the officers or Directors who are to adopt the
respective decision shall abstain from entering into the respective act or
contract or from accomplishing the operation that gave rise to the situation,
unless otherwise expressly authorized by the Shareholders' Meeting in the terms
of Law 222, 1995.

5. OPERATIONS WITH AFFILIATES

In accordance with the provisions that rule the Financial System, the Bank may
not enter into operations with its affiliates when such operations imply a
conflict of interest. In any event, the Superintendency of Finance may
officially or upon request declare the existence of such conflicts in the terms
of the regulations in force.

VIII. THE ROLE OF STAKEHOLDERS.

In BANCOLOMBIA, relations with the Bank's stakeholders are based on general
guidelines and philosophy implemented by the bank in order to grant them all the
necessary guarantees and adequate protection of their rights.

The stakeholders' guidelines are:

- - To recognize and respect their rights.

- - To promote an active participation and cooperation for value generation.

- - To develop performance improvement mechanisms.

- - To maintain effective information channels in accordance with the
privileged and confidential information regulations and laws in force.

- - To seek mutual benefits and to ensure that such benefits are within an
adequate framework of transparency and formality.

1. STAKEHOLDERS' GENERAL PRINCIPLES

Directors, officers and employees of BANCOLOMBIA shall take into account the
following principles in all their actions involving stakeholders:

a. No businesses with individuals or companies known to have an
entrepreneurial behavior contrary to law shall be made.

b. Customers will be offered overall financial services based on long
term confidence relations, maximizing the generation of value.

c. The operating conditions of the Bank shall be clearly informed in a
way that all customers may know the full range of products and
services offered, as well as the mutual obligations arising from any
commercial relation.

d. All legal issues on restrictive commercial practices shall be taken
into account according to the principles of free trade.

e. Requests, claims, and requisitions must be tended to in a timely and
accurate manner, according to the law and to the respective
contracts.

f. Bank's clients and suppliers shall be selected according to their
capacity, experience, soundness and morality, pursuant to the
relevant provisions and internal regulations.

g. Mutual benefit relations will be established with suppliers based on
quality, good faith, transparency, responsibility, efficiency,
respect, and permanent search of common welfare.

h. Relations of the Bank with the government and with government
entities and all other public authorities shall always be managed
within the framework of the law and under ethical standards.

2. RELATIONS WITH EMPLOYEES

Human Resources Division in BANCOLOMBIA shall be focused on being a leader in
organizational culture and human talent management of within an environment of
respect and equity, in order to contribute to value creation for shareholders,
clients, and cooperators. Human resources management in BANCOLOMBIA shall be
based on the following premises:

a. The only sustainable competitive advantages come from the
organizational culture and from the persons within the organization.

b. The human resources management model in BANCOLOMBIA provides the
superiors a main role in the administration and direction of people.

c. The first responsibility of every superior is the adequate knowledge
of his/her employees at all times.

d. In this model, the employees with their commitment and performance,
are the promoters of their professional development.

3. RELATIONS WITH CLIENTS

The client gives the Bank its reason of being and deserves its highest
consideration, appreciation, and respect.

Every business strategy of the Bank shall be focused on offering overall
services to the client, based on a customized attention, a kind and close
attitude, and the values that guarantee the quality of the service, and which
indeed foster the development of the country.

BANCOLOMBIA shall maintain adequate and permanent communication with its
clients, to keep them permanently informed and to establish a feedback mechanism
concerning their needs and expectations, which is fundamental for the
development of our working plans.

The Bank shall establish permanent channels to guide and inform the client on
new products, services and the advantages they offer, as well as to offer actual
advise and training in topics of its specific interest.

The rights of the clients must be recognized without delay.

In order to comply with the above, the Bank has a Customer Service Office and
Client Counsel. The Bank has designed specific mechanisms for receiving claims
and complaints in order to offer a complete, fair, adequate, and timely reply to
the clients.

CUSTOMER COUNSEL

BANCOLOMBIA has a Principal Customer Counsel with his Alternate, appointed by
the Shareholders' Meeting. The Client Counsel shall act as spokesman of the
clients and users before the Bank and shall be aware of, and objectively solve,
free of charge and within the terms established by law, the individual
complaints submitted with regard to a possible non-compliance by the Bank with
the legal or internal provisions that rule the development or execution of the
services offered or rendered, or with regard to the quality thereof.

As an evidence of the respect given to customer's rights, and in order to ensure
absolute transparency in all its operations, the BANK agrees, exceeding the
requirements contained in the regulations in force on the matter, to strictly
abide by the decisions adopted by the Customers' Counsel, provided the client
accepts them.

The Customers' Counsel shall be a person with ample knowledge and experience in
the financial sector, an attorney-at-law not working for the Bank, impartial and
with absolute autonomy for decision-making.

4. RELATIONS WITH SUPPLIERS

The Bank has established certain Rules, Policies, and Procedures for the
execution of all the suppliers related processes, regarding contracting, buying,
and appropriate use of funds, in order for them to be agile, rational, and
efficient, ensuring the best support to meet goods and services needs that will
help to attain the corporate objectives of the Bank and its affiliates.

The behavior of those who participate in the procurement and contracting
processes shall be ruled by ethical principles, good faith, and by transparency,
economy, responsibility, and quality, pursuant to the prevention and control
measures established in the Code of Ethics, the Manual for Prevention of Money
Laundering, the Corporate Governance Code, the Internal Working Regulations,
control mechanisms and all other procedures established by the Bank.

For the selection of suppliers the following issues shall be analyzed, among
other: technical and capital adequacy, appropriateness and market experience,
operative infrastructure, financial stability, offered price, and value added.

In order to manage contracting processes in a transparent manner, the Bank
established the following practices as non-authorized:

- No contracts with suppliers that are spouses or permanent companions
or that are related within second degree of consanguinity or second
degree of relationship by marriage with the administrator or
employee that has submitted the purchase request of a good or
service, may be entered into. Likewise, the administrator or
employee shall not enter into contracts with companies where he/she
is an associate or a legal representative.

- Suppliers found in the list of "non target" clients of the Bank may
not be contracted.

The contracting shall be carried out fully abiding by the Provisions, Policies
and Procedures for contracting and procurement of the Bank, concerning
attributions, competence, etc.

5. RELATIONS WITH THE COMMUNITY

BANCOLOMBIA makes a general contribution to the community, which is reflected in
a business action with ethical principles, strictly abiding by the legal
provisions, and with the willingness of making of its employees, good citizens
with moral, social and professional values.

As part of this philosophy, the Bank has among its objectives that of
contributing to the economic, social and cultural development of the country.

In addition, every year, civic campaigns with ample coverage are analyzed to
provide support and to generate and propitiate a better quality of life among
the community, the results of which will allow to see the reflection of our
institutional commitment.

IX. COMPLAINTS CONCERNING THE CORPORATE GOVERNANCE CODE AND PENALTIES

1. COMPLAINTS CONCERNING THE CORPORATE GOVERNANCE CODE

Shareholders and investors of the Bank may submit requests before the
Shareholders and Investors Relations Office of the Bank, whenever they deem the
Corporate Governance Code has not been complied with and, in such cases, the
management of the Bank, through such bureau, will give a clear and ample reply
to the petitioner, acting diligently and timely.

Shareholders and investors of the Bank may, through the same means, file their
claims and complaints before the External Auditor for matters concerning failure
to comply with the provisions of the Corporate Governance Code. For such
purposes, the Bank will timely and appropriately reply to the requisitions sent
by the External Auditor resulting from the complaint, and shall take into
consideration the observations stated by the auditor on the matter whenever the
existence of such non-compliance is established.

Any amendment, change or supplement made to this Code shall be informed through
a notice published in a domestic circulation newspaper, and such amendment,
change or supplement shall be kept available for shareholders and the market in
general at the Bank's offices, and also at the Superintendency of Finance
website www.superfinanciera.gov.co or at the Bank's web page
www.bancolombia.com.

2. PENALTIES

Every violation of the conduct procedures and provisions of this Code or the
Bank's Ethics Code, shall brig forth for the infringing Director, officer or
employee, the imposition of the penalties applicable to each case, pursuant to
the provisions of the Colombian Labor law, Internal Working Regulations, the
Financial System Law, and the regulations in force, without prejudice to the
relevant liability actions of civil or criminal nature, that may be commenced by
the representatives of the Bank should it be the affected party.