F6 File # 333163312
Rule 424b3

EXHIBIT A
AMERICAN DEPOSITARY SHARES
Each American Depositary Share represents
one deposited Share
Overprint:  Effective July 11, 2011 the
companys name has changed to Grupo
Nutresa S.A.
THE BANK OF NEW YORK MELLON
 AMERICAN DEPOSITARY RECEIPT
FOR COMMON SHARES
OF
GRUPO NACIONAL DE CHOCOLATES
S.A.
INCORPORATED UNDER THE LAWS
OF COLOMBIA


The Bank of New York Mellon, as
depositary hereinafter called the
Depositary, hereby certifies that, or
registered assigns IS THE OWNER OF
AMERICAN DEPOSITARY SHARES
representing deposited common shares
herein called Shares of Grupo Nacional de
Chocolates S.A., incorporated under the
laws of Colombia herein called the
Company.  At the date hereof, each
American Depositary Share represents one
Share deposited or subject to deposit under
the Deposit Agreement as such term is
hereinafter defined at the principal Bogota,
D.C., Colombia office of Fiducolombia,
S.A. herein called the Custodian.  The
Depositarys Corporate Trust Office is
located at a different address than its
principal executive office.  Its Corporate
Trust Office is located at 101 Barclay Street,
New York, N.Y. 10286, and its principal
executive office is located at One Wall
Street, New York, N.Y. 10286.
THE DEPOSITARYS CORPORATE
TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK,
N.Y. 10286
1.THE DEPOSIT AGREEMENT.
This American Depositary Receipt is one of
an issue herein called Receipts, all issued
and to be issued upon the terms and
conditions set forth in the deposit
agreement, dated as of , 2009 herein called
the Deposit Agreement, by and among the
Company, the Depositary, and all Owners
and Holders from time to time of American
Depositary Shares issued thereunder, each of
whom by accepting American Depositary
Shares agrees to become a party thereto and
become bound by all the terms and
conditions thereof.  The Deposit Agreement
sets forth the rights of Owners and Holders
and the rights and duties of the Depositary
in respect of the Shares deposited
thereunder and any and all other securities,
property and cash from time to time received
in respect of such Shares and held
thereunder such Shares, securities, property,
and cash are herein called Deposited
Securities.  Copies of the Deposit
Agreement are on file at the Depositarys
Corporate Trust Office in New York City
and at the office of the Custodian.
The statements made on the face and reverse
of this Receipt are summaries of certain
provisions of the Deposit Agreement and are
qualified by and subject to the detailed
provisions of the Deposit Agreement, to
which reference is hereby made.  Capitalized
terms defined in the Deposit Agreement and
not defined herein shall have the meanings
set forth in the Deposit Agreement.
2.SURRENDER OF AMERICAN
DEPOSITARY SHARES AND
WITHDRAWAL OF DEPOSITED
SECURITIES.
Upon surrender at the Corporate Trust
Office of the Depositary of American
Depositary Shares, and upon payment of the
fee of the Depositary provided in this
Receipt, and subject to the terms and
conditions of the Deposit Agreement, the
Owner of those American Depositary Shares
is entitled to delivery, to him or as
instructed, of the amount of Deposited
Securities at the time represented by those
American Depositary Shares.  Delivery of
such Deposited Securities may be made by
the delivery of a certificates or account
transfer in the name of the Owner hereof or
as ordered by him, with proper endorsement
or accompanied by proper instruments or
instructions of transfer and b any other
securities, property and cash to which such
Owner is then entitled in respect of this
Receipt.  Such delivery will be made at the
option of the Owner hereof, either at the
office of the Custodian or at the Corporate
Trust Office of the Depositary, provided
that the forwarding of certificates for Shares
or other Deposited Securities for such
delivery at the Corporate Trust Office of the
Depositary shall be at the risk and expense
of the Owner hereof.
3.TRANSFERS, SPLITUPS, AND
COMBINATIONS OF RECEIPTS.
Transfers of American Depositary Shares
may be registered on the books of the
Depositary by the Owner in person or by a
duly authorized attorney, upon surrender of
those American Depositary Shares properly
endorsed for transfer or accompanied by
proper instruments of transfer, in the case of
a Receipt, or pursuant to a proper instruction
including, for the avoidance of doubt,
instructions through DRS and Profile as
provided in Section 2.10 of the Deposit
Agreement, in the case of uncertificated
American Depositary Shares, and funds
sufficient to pay any applicable transfer
taxes and the expenses of the Depositary
and upon compliance with such regulations,
if any, as the Depositary may establish for
such purpose. This Receipt may be split into
other such Receipts, or may be combined
with other such Receipts into one Receipt,
evidencing the same aggregate number of
American Depositary Shares as the Receipt
or Receipts surrendered. The Depositary,
upon surrender of certificated American
Depositary Shares for the purpose of
exchanging for uncertificated American
Depositary Shares, shall cancel those
certificated American Depositary Shares and
send the Owner a statement confirming that
the Owner is the Owner of uncertificated
American Depositary Shares. The
Depositary, upon receipt of a proper
instruction including, for the avoidance of
doubt, instructions through DRS and Profile
as provided in Section 2.10 of the Deposit
Agreement from the Owner of
uncertificated American Depositary Shares
for the purpose of exchanging for
certificated American Depositary Shares,
shall cancel those uncertificated American
Depositary Shares and deliver to the Owner
the same number of certificated American
Depositary Shares.  As a condition
precedent to the delivery, registration of
transfer, or surrender of any American
Depositary Shares or splitup or combination
of any Receipt or withdrawal of any
Deposited Securities, the Depositary, the
Custodian, or Registrar may require payment
from the depositor of the Shares or the
presenter of the Receipt or instruction for
registration of transfer or surrender of
American Depositary Shares not evidenced
by a Receipt of a sum sufficient to reimburse
it for any tax or other governmental charge
and any stock transfer or registration fee
with respect thereto including any such tax
or charge and fee with respect to Shares
being deposited or withdrawn and payment
of any applicable fees as provided in the
Deposit Agreement, may require the
production of proof satisfactory to it as to
the identity and genuineness of any
signature and may also require compliance
with any regulations the Depositary may
establish consistent with the provisions of
the Deposit Agreement.
The delivery of American Depositary Shares
against deposit of Shares generally or against
deposit of particular Shares may be
suspended, or the transfer of American
Depositary Shares in particular instances
may be refused, or the registration of
transfer of outstanding American Depositary
Shares generally may be suspended, during
any period when the transfer books of the
Depositary are closed, or if any such action
is deemed necessary or advisable by the
Depositary or the Company at any time or
from time to time because of any
requirement of law or of any government or
governmental body or commission, or under
any provision of the Deposit Agreement, or
for any other reason, subject to the
provisions of the following sentence.
Notwithstanding anything to the contrary in
the Deposit Agreement or this Receipt, the
surrender of outstanding American
Depositary Shares and withdrawal of
Deposited Securities may not be suspended
subject only to i temporary delays caused
by closing the transfer books of the
Depositary or the Company or the Foreign
Registrar, if applicable, or the deposit of
Shares in connection with voting at a
shareholders meeting, or the payment of
dividends, ii the payment of fees, taxes
and similar charges, and iii compliance
with any U.S. or foreign laws or
governmental regulations relating to the
American Depositary Shares or to the
withdrawal of the Deposited Securities.  The
Depositary shall not knowingly accept for
deposit under the Deposit Agreement any
Shares which would be required to be
registered under the provisions of the
Securities Act of 1933, unless a registration
statement is in effect as to such Shares or
such Shares are exempt from registration
thereunder.
4.LIABILITY OF OWNER FOR TAXES.
If any tax or other governmental charge shall
become payable with respect to any
American Depositary Shares or any
Deposited Securities represented by any
American Depositary Shares, such tax or
other governmental charge shall be payable
by the Owner to the Depositary.  The
Depositary may refuse to register any
transfer of those American Depositary
Shares or any withdrawal of Deposited
Securities represented by those American
Depositary Shares until such payment is
made, and may withhold any dividends or
other distributions, or may sell for the
account of the Owner any part or all of the
Deposited Securities represented by those
American Depositary Shares, and may apply
such dividends or other distributions or the
proceeds of any such sale in payment of
such tax or other governmental charge and
the Owner shall remain liable for any
deficiency.
5.WARRANTIES ON DEPOSIT OF
SHARES.
Every person depositing Shares under the
Deposit Agreement shall be deemed thereby
to represent and warrant, that such Shares
and each certificate therefor, if applicable,
are validly issued, fully paid, nonassessable
and free of any preemptive rights of the
holders of outstanding Shares and that the
person making such deposit is duly
authorized so to do.  Every such person shall
also be deemed to represent that the deposit
of such Shares and the sale of American
Depositary Shares representing such Shares
by that person are not restricted under the
Securities Act of 1933.  Such representations
and warranties shall survive the deposit of
Shares and delivery of American Depositary
Shares.
6.FILING PROOFS, CERTIFICATES,
AND OTHER INFORMATION.
Any person presenting Shares for deposit or
any Owner or holder may be required from
time to time to file with the Depositary or
the Custodian such proof of citizenship or
residence, exchange control approval, or
such information relating to the registration
on the books of the Company or the Foreign
Registrar, if applicable, to execute such
certificates and to make such representations
and warranties, as the Depositary may deem
necessary or proper.  The Depositary may
withhold the delivery or registration of
transfer of any American Depositary Shares
or the distribution of any dividend or sale or
distribution of rights or of the proceeds
thereof or the delivery of any Deposited
Securities until such proof or other
information is filed or such certificates are
executed or such representations and
warranties made.  No Share shall be
accepted for deposit unless accompanied by
evidence satisfactory to the Depositary that
any necessary approval has been granted by
any governmental body in Colombia that is
then performing the function of the
regulation of currency exchange.
7.CHARGES OF DEPOSITARY.
The following charges shall be incurred by
any party depositing or withdrawing Shares
or by any party surrendering American
Depositary Shares or to whom American
Depositary Shares are issued including,
without limitation, issuance pursuant to a
stock dividend or stock split declared by the
Company or an exchange of stock regarding
the American Depositary Shares or
Deposited Securities or a delivery of
American Depositary Shares pursuant to
Section 4.03 of the Deposit Agreement, or
by Owners, as applicable:  1 taxes and
other governmental charges, 2 such
registration fees as may from time to time be
in effect for the registration of transfers of
Shares generally on the Share register of the
Company or Foreign Registrar and
applicable to transfers of Shares to or from
the name of the Depositary or its nominee or
the Custodian or its nominee on the making
of deposits or withdrawals under the terms
of the Deposit Agreement, 3 such cable,
telex and facsimile transmission expenses as
are expressly provided in the Deposit
Agreement, 4 such expenses as are incurred
by the Depositary in the conversion of
foreign currency pursuant to Section 4.05 of
the Deposit Agreement, 5 a fee of $5.00 or
less per 100 American Depositary Shares or
portion thereof for the delivery of American
Depositary Shares pursuant to Section 2.03,
4.03 or 4.04 of the Deposit Agreement and
the surrender of American Depositary Shares
pursuant to Section 2.05 or 6.02 of the
Deposit Agreement, 6 a fee of $.02 or less
per American Depositary Share or portion
thereof for any cash distribution made
pursuant to the Deposit Agreement,
including, but not limited to Sections 4.01
through 4.04 of the Deposit Agreement, 7
a fee for the distribution of securities
pursuant to Section 4.02 of the Deposit
Agreement, such fee being in an amount
equal to the fee for the execution and
delivery of American Depositary Shares
referred to above which would have been
charged as a result of the deposit of such
securities for purposes of this clause 7
treating all such securities as if they were
Shares but which securities are instead
distributed by the Depositary to Owners, 8
in addition to any fee charged under clause
6, a fee of $.02 or less per American
Depositary Share or portion thereof per
annum for depositary services, which will be
payable as provided in clause 9 below, 9
any other charges payable by the Depositary,
any of the Depositarys agents, including the
Custodian, or the agents of the Depositarys
agents in connection with the servicing of
Shares or other Deposited Securities which
charge shall be assessed against Owners as
of the date or dates set by the Depositary in
accordance with Section 4.06 of the Deposit
Agreement and shall be payable at the sole
discretion of the Depositary by billing such
Owners for such charge or by deducting
such charge from one or more cash
dividends or other cash distributions.
The Depositary, subject to Article 8 hereof,
may own and deal in any class of securities
of the Company and its affiliates and in
American Depositary Shares.
8.PRERELEASE OF RECEIPTS.
Unless requested in writing by the Company
to cease doing so, notwithstanding Section
2.03 of the Deposit Agreement, the
Depositary may deliver American
Depositary Shares prior to the receipt of
Shares pursuant to Section 2.02 of the
Deposit Agreement a Pre Release.  The
Depositary may, pursuant to Section 2.05 of
the Deposit Agreement, deliver Shares upon
the surrender of American Depositary Shares
that have been Pre Released, whether or not
such cancellation is prior to the termination
of such Pre Release or the Depositary knows
that such American Depositary Shares have
been Pre Released.  The Depositary may
receive American Depositary Shares in lieu
of Shares in satisfaction of a Pre
Release.  Each Pre Release will be a
preceded or accompanied by a written
representation from the person to whom
American Depositary Shares or Shares are to
be delivered, that such person, or its
customer, i owns the Shares or American
Depositary Shares to be remitted, as the case
may be, ii assigns all beneficial right, title
and interest in such Shares or American
Depositary Shares, as the case may be, to the
Depositary in its capacity as such and for the
benefit of the Owners, and iii will not take
any action with respect to such Shares or
American Depositary Shares, as the case
may be, that is inconsistent with the transfer
of beneficial ownership including, without
the consent of the Depositary, disposing of
Shares or American Depositary Shares, as
the case may be, other than in satisfaction of
such Prerelease, b at all times fully
collateralized with cash or such other
collateral as the Depositary deems
appropriate, c terminable by the Depositary
on not more than five 5 business days
notice, and d subject to such further
indemnities and credit regulations as the
Depositary deems appropriate.  The number
of American Depositary Shares which are
outstanding at any time as a result of Pre
Release will not normally exceed thirty
percent 30% of the Shares deposited under
the Deposit Agreement provided, however,
that the Depositary reserves the right to
change or disregard such limit from time to
time as it deems appropriate, and may, with
the prior written consent of the Company,
change such limit for purposes of general
application.  The Depositary will also set
Dollar limits with respect to PreRelease
transactions to be entered into hereunder
with any particular PreReleasee on a
casebycase basis as the Depositary deems
appropriate.  For purposes of enabling the
Depositary to fulfill its obligations to the
Owners under the Deposit Agreement, the
collateral referred to in clause b above shall
be held by the Depositary as security for the
performance of the PreReleasees obligations
to the Depositary in connection with a
PreRelease transaction, including the
PreReleasees obligation to deliver Shares or
American Depositary Shares upon
termination of a PreRelease transaction and
shall not, for the avoidance of doubt,
constitute Deposited Securities under the
Deposit Agreement.
The Depositary may retain for its own
account any compensation received by it in
connection with the foregoing.
9.TITLE TO RECEIPTS.
It is a condition of this Receipt and every
successive Owner and holder of this Receipt
by accepting or holding the same consents
and agrees that when properly endorsed or
accompanied by proper instruments of
transfer, shall be transferable as certificated
registered securities under the laws of New
York. American Depositary Shares not
evidenced by Receipts shall be transferable
as uncertificated registered securities under
the laws of New York.  The Depositary,
notwithstanding any notice to the contrary,
may treat the Owner of American
Depositary Shares as the absolute owner
thereof for the purpose of determining the
person entitled to distribution of dividends
or other distributions or to any notice
provided for in the Deposit Agreement and
for all other purposes, and neither the
Depositary nor the Company shall have any
obligation or be subject to any liability under
the Deposit Agreement to any Holder of
American Depositary Shares unless that
Holder is the Owner of those American
Depositary Shares.
10.VALIDITY OF RECEIPT.
This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be
valid or obligatory for any purpose, unless
this Receipt shall have been executed by the
Depositary by the manual signature of a duly
authorized signatory of the Depositary
provided, however that such signature may
be a facsimile if a Registrar for the Receipts
shall have been appointed and such Receipts
are countersigned by the manual signature of
a duly authorized officer of the Registrar.
11.REPORTS INSPECTION OF
TRANSFER BOOKS.
The Company publishes information in
English required to maintain the exemption
from registration under Rule 12g32b under
the Securities Exchange Act of 1934 on its
Internet web site.  The Companys Internet
web site address is www.chocolates.com.co.
The Depositary will make available for
inspection by Owners at its Corporate Trust
Office any reports, notices and other
communications, including any proxy
soliciting material, received from the
Company which are both a received by the
Depositary as the holder of the Deposited
Securities and b made generally available
to the holders of such Deposited Securities
by the Company.  The Depositary will also,
upon written request by the Company, send
to Owners copies of such reports when
furnished by the Company pursuant to the
Deposit Agreement.  Any such reports and
communications, including any such proxy
soliciting material, furnished to the
Depositary by the Company shall be
furnished in English to the extent such
materials are required to be translated into
English pursuant to any regulations of the
Commission.
The Depositary will keep books, at its
Corporate Trust Office, for the registration
of American Depositary Shares and transfers
of American Depositary Shares which at all
reasonable times shall be open for inspection
by the Owners, provided that such
inspection shall not be for the purpose of
communicating with Owners in the interest
of a business or object other than the
business of the Company or a matter related
to the Deposit Agreement or the American
Depositary Shares.
12.DIVIDENDS AND DISTRIBUTIONS.
Whenever the Depositary receives any cash
dividend or other cash distribution on any
Deposited Securities, the Depositary will, if
at the time of receipt thereof any amounts
received in a foreign currency can in the
judgment of the Depositary be converted on
a reasonable basis into United States dollars
transferable to the United States, and
subject to the Deposit Agreement, convert
such dividend or distribution into dollars
and will distribute the amount thus received
net of the fees and expenses of the
Depositary as provided in Article 7 hereof
and Section 5.09 of the Deposit Agreement
to the Owners entitled thereto provided,
however, that in the event that the Company
or the Depositary is required to withhold
and does withhold from any cash dividend
or other cash distribution in respect of any
Deposited Securities an amount on account
of taxes or other governmental charges, the
amount distributed to the Owners of the
American Depositary Shares representing
such Deposited Securities shall be reduced
accordingly.
Subject to the provisions of Section 4.11 and
5.09 of the Deposit Agreement, whenever
the Depositary receives any distribution
other than a distribution described in
Section 4.01, 4.03 or 4.04 of the Deposit
Agreement, the Depositary will cause the
securities or property received by it to be
distributed to the Owners entitled thereto, in
any manner that the Depositary may deem
equitable and practicable for accomplishing
such distribution provided, however, that if
in the opinion of the Depositary such
distribution cannot be made proportionately
among the Owners of Receipts entitled
thereto, or if for any other reason the
Depositary deems such distribution not to be
feasible, the Depositary may adopt such
method as it may deem equitable and
practicable for the purpose of effecting such
distribution, including, but not limited to,
the public or private sale of the securities or
property thus received, or any part thereof,
and the net proceeds of any such sale net of
the fees and expenses of the Depositary as
provided in Article 7 hereof and
Section 5.09 of the Deposit Agreement will
be distributed by the Depositary to the
Owners of Receipts entitled thereto all in the
manner and subject to the conditions
described in Section 4.01 of the Deposit
Agreement.  The Depositary may withhold
any distribution of securities under Section
4.02 of the Deposit Agreement if it has not
received satisfactory assurances from the
Company that the distribution does not
require registration under the Securities Act
of 1933.  The Depositary may sell, by public
or private sale, an amount of securities or
other property it would otherwise distribute
under this Article that is sufficient to pay its
fees and expenses in respect of that
distribution.
If any distribution consists of a dividend in,
or free distribution of, Shares, the
Depositary may, and shall, if the Company
so requests in writing, deliver to the Owners
entitled thereto, an aggregate number of
American Depositary Shares representing the
amount of Shares received as such dividend
or free distribution, subject to the terms and
conditions of the Deposit Agreement with
respect to the deposit of Shares and after
deduction or upon issuance of American
Depositary Shares, including the
withholding of any tax or other
governmental charge as provided in Section
4.11 of the Deposit Agreement and the
payment of the fees and expenses of the
Depositary as provided in Article 7 hereof
and Section 5.09 of the Deposit Agreement
and the Depositary may sell, by public or
private sale, an amount of Shares received
sufficient to pay its fees and expenses in
respect of that  distribution.  In lieu of
delivering fractional American Depositary
Shares in any such case, the Depositary will
sell the amount of Shares represented by the
aggregate of such fractions and distribute
the net proceeds, all in the manner and
subject to the conditions described in
Section 4.01of the Deposit Agreement.  If
additional American Depositary Shares are
not so delivered, each American Depositary
Share shall thenceforth also represent the
additional Shares distributed upon the
Deposited Securities represented thereby.
In the event that the Depositary determines
that any distribution in property including
Shares and rights to subscribe therefor is
subject to any tax or other governmental
charge which the Depositary is obligated to
withhold, the Depositary may by public or
private sale dispose of all or a portion of
such property including Shares and rights to
subscribe therefor in such amounts and in
such manner as the Depositary deems
necessary and practicable to pay any such
taxes or charges, and the Depositary shall
distribute the net proceeds of any such sale
after deduction of such taxes or charges to
the Owners of Receipts entitled thereto.
13.RIGHTS.
In the event that the Company shall offer or
cause to be offered to the holders of any
Deposited Securities any rights to subscribe
for additional Shares or any rights of any
other nature, the Depositary shall, after
consultation with the Company, to the
extent practicable, have discretion as to the
procedure to be followed in making such
rights available to any Owners or in
disposing of such rights on behalf of any
Owners and making the net proceeds
available to such Owners or, if by the terms
of such rights offering or for any other
reason, the Depositary may not either make
such rights available to any Owners or
dispose of such rights and make the net
proceeds available to such Owners, then the
Depositary shall allow the rights to lapse.  If
at the time of the offering of any rights the
Depositary determines, after consultation
with the Company, to the extent practicable,
in its discretion that it is lawful and feasible
to make such rights available to all or certain
Owners but not to other Owners, the
Depositary may distribute to any Owner to
whom it determines the distribution to be
lawful and feasible, in proportion to the
number of American Depositary Shares held
by such Owner, warrants or other
instruments therefor in such form as it deems
appropriate.
In circumstances in which rights would
otherwise not be distributed, if an Owner
requests the distribution of warrants or other
instruments in order to exercise the rights
allocable to the American Depositary Shares
of such Owner under the Deposit
Agreement, the Depositary will make such
rights available to such Owner upon written
notice from the Company to the Depositary
that a the Company has elected in its sole
discretion to permit such rights to be
exercised and b such Owner has executed
such documents as the Company has
determined in its sole discretion are
reasonably required under applicable law.
If the Depositary has distributed warrants or
other instruments for rights to all or certain
Owners, then upon instruction from such an
Owner pursuant to such warrants or other
instruments to the Depositary from such
Owner to exercise such rights, upon payment
by such Owner to the Depositary for the
account of such Owner of an amount equal
to the purchase price of the Shares to be
received upon the exercise of the rights, and
upon payment of the fees and expenses of
the Depositary and any other charges as set
forth in such warrants or other instruments,
the Depositary shall, on behalf of such
Owner, exercise the rights and purchase the
Shares, and the Company shall cause the
Shares so purchased to be delivered to the
Depositary on behalf of such Owner.  As
agent for such Owner, the Depositary will
cause the Shares so purchased to be
deposited pursuant to Section 2.02 of the
Deposit Agreement, and shall, pursuant to
Section 2.03 of the Deposit Agreement,
deliver American Depositary Shares to such
Owner.  In the case of a distribution
pursuant to the second paragraph of this
Article 13, such deposit shall be made, and
depositary shares shall be delivered, under
depositary arrangements which provide for
issuance of depositary shares subject to the
appropriate restrictions on sale, deposit,
cancellation, and transfer under applicable
United States laws.
If the Depositary determines in its discretion
that it is not lawful and feasible to make
such rights available to all or certain Owners,
it may sell the rights, warrants or other
instruments in proportion to the number of
American Depositary Shares held by the
Owners to whom it has determined it may
not lawfully or feasibly make such rights
available, and allocate the net proceeds of
such sales net of the fees and expenses of
the Depositary as provided in Section 5.09
of the Deposit Agreement and all taxes and
governmental charges payable in connection
with such rights and subject to the terms and
conditions of the Deposit Agreement for
the account of such Owners otherwise
entitled to such rights, warrants or other
instruments, upon an averaged or other
practical basis without regard to any
distinctions among such Owners because of
exchange restrictions or the date of delivery
of any American Depositary Shares or
otherwise.
The Depositary will not offer rights to
Owners unless both the rights and the
securities to which such rights relate are
either exempt from registration under the
Securities Act of 1933 with respect to a
distribution to all Owners or are registered
under the provisions of such Act provided,
that nothing in the Deposit Agreement shall
create any obligation on the part of the
Company to file a registration statement
with respect to such rights or underlying
securities or to endeavor to have such a
registration statement declared effective.  If
an Owner requests the distribution of
warrants or other instruments,
notwithstanding that there has been no such
registration under the Securities Act of
1933, the Depositary shall not effect such
distribution unless it has received an opinion
from recognized counsel in the United
States for the Company upon which the
Depositary may rely that such distribution to
such Owner is exempt from such
registration.
The Depositary shall not be responsible for
any failure to determine that it may be
lawful or feasible to make such rights
available to Owners in general or any Owner
in particular.
14.CONVERSION OF FOREIGN
CURRENCY.
Subject to any restriction imposed by
Colombian laws, regulations or applicable
permits issued by any governmental body,
whenever the Depositary or the Custodian
shall receive foreign currency, by way of
dividends or other distributions or the net
proceeds from the sale of securities, property
or rights, and if at the time of the receipt
thereof the foreign currency so received can
in the judgment of the Depositary be
converted on a reasonable basis into Dollars
and the resulting Dollars transferred to the
United States, the Depositary shall convert
or cause to be converted, as promptly as
practicable, by sale or in any other manner
that it may determine, such foreign currency
into Dollars, and such Dollars shall be
distributed to the Owners entitled thereto or,
if the Depositary shall have distributed any
warrants or other instruments which entitle
the holders thereof to such Dollars, then to
the holders of such warrants and/or
instruments upon surrender thereof for
cancellation.  Such distribution may be made
upon an averaged or other practicable basis
without regard to any distinctions among
Owners on account of exchange restrictions,
the date of delivery of any American
Depositary Shares or otherwise and shall be
net of any expenses of conversion into
Dollars incurred by the Depositary as
provided in Section 5.09 of the Deposit
Agreement.

If such conversion or distribution can be
effected only with the approval or license of
any government or agency thereof, the
Depositary shall file such application for
approval or license, if any, as it may deem
desirable.
If at any time the Depositary shall determine
that in its judgment any foreign currency
received by the Depositary or the Custodian
is not convertible on a reasonable basis into
Dollars transferable to the United States, or
if any approval or license of any government
or agency thereof which is required for such
conversion is denied or in the opinion of the
Depositary is not obtainable, or if any such
approval or license is not obtained within a
reasonable period as determined by the
Depositary, the Depositary may distribute
the foreign currency or an appropriate
document evidencing the right to receive
such foreign currency received by the
Depositary to, or in its discretion may hold
such foreign currency uninvested and
without liability for interest thereon for the
respective accounts of, the Owners entitled
to receive the same.
If any such conversion of foreign currency,
in whole or in part, cannot be effected for
distribution to some of the Owners entitled
thereto, the Depositary may in its discretion
make such conversion and distribution in
Dollars to the extent permissible to the
Owners entitled thereto and may distribute
the balance of the foreign currency received
by the Depositary to, or hold such balance
uninvested and without liability for interest
thereon for the respective accounts of, the
Owners entitled thereto.
15.RECORD DATES.
Whenever any cash dividend or other cash
distribution shall become payable or any
distribution other than cash shall be made, or
whenever rights shall be issued with respect
to the Deposited Securities, or whenever the
Depositary shall receive notice of any
meeting of holders of Shares or other
Deposited Securities, or whenever for any
reason the Depositary causes a change in the
number of Shares that are represented by
each American Depositary Share, or
whenever the Depositary shall find it
necessary or convenient, the Depositary shall
fix a record date, which shall be the same as,
or as near as practicable to, any
corresponding record date set by the
Company with respect to Shares, a for the
determination of the Owners who shall be i
entitled to receive such dividend,
distribution or rights or the net proceeds of
the sale thereof, ii entitled to give
instructions for the exercise of voting rights
at any such meeting or iii responsible for
any fee assessed by the Depositary pursuant
to the Deposit Agreement, or b on or after
which each American Depositary Share will
represent the changed number of Shares,
subject to the provisions of the Deposit
Agreement.
16.VOTING OF DEPOSITED
SECURITIES.
Upon receipt of notice of any meeting or
solicitation of proxies or consents of holders
of Shares or other Deposited Securities, if
requested in writing by the Company, the
Depositary shall, as soon as practicable
thereafter, mail to the Owners a notice, the
form of which notice shall be in the
reasonable discretion of the Depositary,
which shall contain a such information as is
contained in such notice of meeting received
by the Depositary from the Company, b a
statement that the Owners as of the close of
business on a specified record date will be
entitled, subject to any applicable provision
of Colombian law and of the Estatuto or
similar documents of the Company, to
instruct the Depositary as to the exercise of
the voting rights, if any, pertaining to the
amount of Shares or other Deposited
Securities represented by their respective
American Depositary Shares and c a
statement as to the manner in which such
instructions may be given, including an
express indication that, if the Depositary
does not receive instructions, it may deem
instructions to have been given under the
last sentence of this paragraph to vote the
relevant Shares or other Deposited Securities
in favor of the resolutions proposed by the
board of directors of the Company, or, in the
case of a resolution not proposed by the
board of directors of the Company, in the
same manner as the majority of all other
securities of the same class voted at the
meeting are voted in respect of that
resolution, and d any indication received
by the Depositary from the Company as to
whether or not each resolution to be voted
on has been proposed by the board of
directors of the Company.  Upon the written
request of an Owner of American
Depositary Shares on such record date,
received on or before the date established by
the Depositary for such purpose, the
Depositary shall endeavor, in so far as
practicable and permitted under applicable
laws and the terms of the Estatuto of the
Company and the provisions of the
Deposited Securities, to vote or cause to be
voted the amount of Shares or other
Deposited Securities represented by those
American Depositary Shares in accordance
with the instructions set forth in such
request.  The Depositary shall not vote or
attempt to exercise the right to vote that
attaches to the Shares or other Deposited
Securities, other than in accordance with
instructions received from Owners or
deemed received under the following
sentence.  If i the Company made a request
to the Depositary as contemplated by
Section 4.07 of the Deposit Agreement,
ii  complied with the second paragraph of
Section 4.07 of the Deposit Agreement and
iii no instructions are received by the
Depositary from an Owner with respect to
an amount of Deposited Securities
represented by that Owners American
Depositary Shares on or before the date
established by the Depositary for that
purpose, the Depositary shall deem that
Owner to have instructed the Depositary to
vote, and the Depositary shall endeavor, in
so far as practicable and permitted under
applicable laws and the terms of the Estatuto
of the Company and the provisions of the
Deposited Securities, that amount of
Deposited Securities in favor of all
resolutions proposed by the board of
directors of the Company, or, in the case of
a resolution not proposed by the board of
directors of the Company, in the same
manner as the majority of all other securities
of the same class voted at the meeting are
voted in respect of that resolution, except
that such instruction shall not be deemed to
have been given and the Depositary shall not
vote that amount of Deposited Securities
with respect to any matter as to which the
Company informs the Depositary and the
Company agrees to provide that information
as promptly as practicable in writing, if
applicable that x the Company does not
wish the Depositary to vote those Deposited
Securities, y substantial opposition exists or
z the matter materially and adversely
affects the rights of holders of Shares.
In order to give Owners a reasonable
opportunity to instruct the Depositary as to
the exercise of voting rights relating to
Deposited Securities, if the Company will
request the Depositary to act under Section
4.07 of the Deposit Agreement, the
Company shall give the Depositary i notice
of the meeting, ii details concerning the
matters to be voted upon and iii an
indication whether or not each resolution to
be voted upon has been proposed by the
board of directors of the Company, in each
case not less than 30 days in advance of the
meeting date.
There can be no assurance that Owners
generally or any Owner in particular will
receive the notice as provided in Section
4.07 of the Deposit Agreement sufficiently
prior to the instruction cutoff date to ensure
that the Depositary will vote the Shares or
Deposited Securities in accordance with the
provisions set forth in Section 4.07 of the
Deposit Agreement, and neither the
Company nor the Depositary shall be subject
to any liability to any Owner or Holder if it
does not receive such notice sufficiently
prior to that cutoff date.
17.CHANGES AFFECTING DEPOSITED
SECURITIES.
Upon any change in nominal value, change
in par value, splitup, consolidation, or any
other reclassification of Deposited
Securities, or upon any recapitalization,
reorganization, merger or consolidation, or
sale of assets affecting the Company or to
which it is a party, or upon the redemption
or cancellation by the Company of the
Deposited Securities, any securities, cash or
property which shall be received by the
Depositary or a Custodian in exchange for,
in conversion of, in lieu of or in respect of
Deposited Securities shall be treated as new
Deposited Securities under the Deposit
Agreement, and American Depositary
Shares shall thenceforth represent, in
addition to the existing Deposited
Securities, the right to receive the new
Deposited Securities so received, unless
additional Receipts are delivered pursuant to
the following sentence.  In any such case the
Depositary may, and shall if the Company
shall so request, in writing,  deliver
additional American Depositary Shares as in
the case of a dividend in Shares, or call for
the surrender of outstanding Receipts to be
exchanged for new Receipts specifically
describing such new Deposited Securities.
18.LIABILITY OF THE COMPANY AND
DEPOSITARY.
Neither the Depositary nor the Company nor
any of their respective directors, employees,
agents or affiliates shall incur any liability to
any Owner or holder, i if by reason of any
provision of any present or future law or
regulation of the United States or any other
country, or of any governmental or
regulatory authority, or by reason of any
provision, present or future, of the Estatuto
or any similar document of the Company, or
by reason of any provision of any securities
issued or distributed by the Company, or
any offering or distribution thereof, or by
reason of any act of God or war or terrorism
or other circumstances beyond its control,
the Depositary or the Company, or any of
their respective directors, employees, agents
or affiliates, shall be prevented, delayed or
forbidden from or be subject to any civil or
criminal penalty on account of doing or
performing any act or thing which by the
terms of the Deposit Agreement or
Deposited Securities it is provided shall be
done or performed, ii by reason of any non
performance or delay, caused as aforesaid, in
the performance of any act or thing which
by the terms of the Deposit Agreement it is
provided shall or may be done or performed,
iii by reason of any exercise of, or failure to
exercise, any discretion provided for in the
Deposit Agreement, iv for the inability of
any Owner or holder to benefit from any
distribution, offering, right or other benefit
which is made available to holders of
Deposited Securities but is not, under the
terms of the Deposit Agreement, made
available to Owners or holders, or v for any
special, consequential or punitive damages
for any breach of the terms of the Deposit
Agreement.  Where, by the terms of a
distribution pursuant to Section 4.01, 4.02 or
4.03 of the Deposit Agreement, or an
offering or distribution pursuant to Section
4.04 of the Deposit Agreement, or for any
other reason, such distribution or offering
may not be made available to Owners of
Receipts, and the Depositary may not
dispose of such distribution or offering on
behalf of such Owners and make the net
proceeds available to such Owners, then the
Depositary shall not make such distribution
or offering, and shall allow any rights, if
applicable, to lapse.  Neither the Company
nor the Depositary nor any of their
respective directors, employees, agents or
affiliates assumes any obligation or shall be
subject to any liability under the Deposit
Agreement to Owners or holders, except
that they agree to perform their obligations
specifically set forth in the Deposit
Agreement without negligence or bad
faith.  The Depositary shall not be subject to
any liability with respect to the validity or
worth of the Deposited Securities.  Neither
the Depositary nor the Company nor any of
their respective directors, employees, agents
or affiliates shall be under any obligation to
appear in, prosecute or defend any action,
suit, or other proceeding in respect of any
Deposited Securities or in respect of the
American Depositary Shares, on behalf of
any Owner or holder or other
person.  Neither the Depositary nor the
Company shall be liable for any action or
nonaction by it in reliance upon the advice
of or information from legal counsel,
accountants, any person presenting Shares
for deposit, any Owner or holder, or any
other person believed by it in good faith to
be competent to give such advice or
information.  The Depositary shall not be
liable for any acts or omissions made by a
successor depositary whether in connection
with a previous act or omission of the
Depositary or in connection with a matter
arising wholly after the removal or
resignation of the Depositary, provided that
in connection with the issue out of which
such potential liability arises, the Depositary
performed its obligations without negligence
or bad faith while it acted as
Depositary.  The Depositary shall not be
liable for the acts or omissions of any
securities depository, clearing agency or
settlement system in connection with or
arising out of book entry settlement of
Deposited Securities or otherwise.  The
Depositary shall not be responsible for any
failure to carry out any instructions to vote
any of the Deposited Securities or for the
manner in which any such vote is cast or the
effect of any such vote, provided that any
such action or nonaction is in good faith.
No disclaimer of liability under the
Securities Act of 1933 is intended by any
provision of the Deposit Agreement.
19.RESIGNATION AND REMOVAL OF
THE DEPOSITARY APPOINTMENT OF
SUCCESSOR CUSTODIAN.
The Depositary may at any time resign as
Depositary under the Deposit Agreement by
written notice of its election so to do
delivered to the Company, such resignation
to take effect upon the earlier of i the
appointment of a successor depositary and
its acceptance of such appointment as
provided in the Deposit Agreement or ii
termination by the Depositary pursuant to
Section 6.02 of the Deposit Agreement.  The
Depositary may at any time be removed by
the Company by 90 days prior written notice
of such removal, to become effective upon
the later of i the 90th day after delivery of
the notice to the Depositary and ii the
appointment of a successor depositary and
its acceptance of such appointment as
provided in the Deposit Agreement.  The
Depositary in its discretion may appoint a
substitute or additional custodian or
custodians.
20.AMENDMENT.
The form of the Receipts and any provisions
of the Deposit Agreement may at any time
and from time to time be amended by
agreement between the Company and the
Depositary without the consent of Owners
or holders in any respect which they may
deem necessary or desirable.  Any
amendment which shall impose or increase
any fees or charges other than taxes and
other governmental charges, registration
fees, cable, telex or facsimile transmission
costs, delivery costs or other such expenses,
or which shall otherwise prejudice any
substantial existing right of Owners, shall,
however, not become effective as to
outstanding American Depositary Shares
until the expiration of thirty days after
notice of such amendment shall have been
given to the Owners of outstanding
American Depositary Shares. Every Owner
and holder of American Depositary Shares,
at the time any amendment so becomes
effective, shall be deemed, by continuing to
hold such American Depositary Shares or
any interest therein, to consent and agree to
such amendment and to be bound by the
Deposit Agreement as amended thereby. In
no event shall any amendment impair the
right of the Owner to surrender American
Depositary Shares and receive therefor the
Deposited Securities represented thereby,
except in order to comply with mandatory
provisions of applicable law.
21.TERMINATION OF DEPOSIT
AGREEMENT.
The Company may terminate the Deposit
Agreement by instructing the Depositary to
mail notice of termination to the Owners of
all American Depositary Shares then
outstanding at least 60 days prior to the
termination date included in such
notice.  The Depositary may likewise
terminate the Deposit Agreement, if at any
time 30 days shall have expired after the
Depositary delivered to the Company a
written resignation notice and if a successor
depositary shall not have been appointed
and accepted its appointment as provided in
the Deposit Agreement in such case the
Depositary shall mail a notice of termination
to the Owners of all American Depositary
Shares then outstanding at least 30 days
prior to the termination date.  On and after
the date of termination, the Owner of
American Depositary Shares will, upon a
surrender of such American Depositary
Shares, b payment of the fee of the
Depositary for the surrender of American
Depositary Shares referred to in Section
2.05, and c payment of any applicable
taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the
amount of Deposited Securities represented
by those American Depositary Shares.  If
any American Depositary Shares shall
remain outstanding after the date of
termination, the Depositary thereafter shall
discontinue the registration of transfers of
American Depositary Shares, shall suspend
the distribution of dividends to the Owners
thereof, and shall not give any further
notices or perform any further acts under the
Deposit Agreement, except that the
Depositary shall continue to collect
dividends and other distributions pertaining
to Deposited Securities, shall sell rights and
other property as provided in the Deposit
Agreement, and shall continue to deliver
Deposited Securities, together with any
dividends or other distributions received
with respect thereto and the net proceeds of
the sale of any rights or other property, upon
surrender of American Depositary Shares
after deducting, in each case, the fee of the
Depositary for the surrender of American
Depositary Shares, any expenses for the
account of the Owner of such American
Depositary Shares in accordance with the
terms and conditions of the Deposit
Agreement, and any applicable taxes or
governmental charges. At any time after the
expiration of four months from the date of
termination, the Depositary may sell the
Deposited Securities then held under the
Deposit Agreement and may thereafter hold
uninvested the net proceeds of any such
sale, together with any other cash then held
by it thereunder, unsegregated and without
liability for interest, for the pro rata benefit
of the Owners of American Depositary
Shares that have not theretofore been
surrendered, such Owners thereupon
becoming general creditors of the Depositary
with respect to such net proceeds. After
making such sale, the Depositary shall be
discharged from all obligations under the
Deposit Agreement, except to account for
such net proceeds and other cash after
deducting, in each case, the fee of the
Depositary for the surrender of American
Depositary Shares, any expenses for the
account of the Owner of such American
Depositary Shares in accordance with the
terms and conditions of the Deposit
Agreement, and any applicable taxes or
governmental charges.  Upon the
termination of the Deposit Agreement, the
Company shall be discharged from all
obligations under the Deposit Agreement
except for its obligations to the Depositary
with respect to indemnification, charges, and
expenses.
22. DTC DIRECT REGISTRATION
SYSTEM AND PROFILE
MODIFICATION SYSTEM.
aNotwithstanding the provisions of
Section 2.04 of the Deposit Agreement, the
parties acknowledge that the Direct
Registration System DRS and Profile
Modification System Profile shall apply to
uncertificated American Depositary Shares
upon acceptance thereof to DRS by
DTC.  DRS is the system administered by
DTC pursuant to which the Depositary may
register the ownership of uncertificated
American Depositary Shares, which
ownership shall be evidenced by periodic
statements issued by the Depositary to the
Owners entitled thereto.  Profile is a
required feature of DRS which allows a
DTC participant, claiming to act on behalf of
an Owner, to direct the Depositary to
register a transfer of those American
Depositary Shares to DTC or its nominee
and to deliver those American Depositary
Shares to the DTC account of that DTC
participant without receipt by the Depositary
of prior authorization from the Owner to
register such transfer.
bIn connection with and in accordance
with the arrangements and procedures
relating to DRS/Profile, the parties
understand that the Depositary will not
verify, determine or otherwise ascertain that
the DTC participant which is claiming to be
acting on behalf of an Owner in requesting
registration of transfer and delivery
described in subsection a has the actual
authority to act on behalf of the Owner
notwithstanding any requirements under the
Uniform Commercial Code.  For the
avoidance of doubt, the provisions of
Sections 5.03 and 5.08 of the Deposit
Agreement shall apply to the matters arising
from the use of the DRS.  The parties agree
that the Depositarys reliance in good faith
on and compliance with instructions
received by the Depositary through the
DRS/Profile System and in accordance with
the Deposit Agreement, shall not constitute
negligence on the part of the Depositary.
23.SUBMISSION TO JURISDICTION
JURY TRIAL WAIVER WAIVER OF
IMMUNITIES.
In the Deposit Agreement, the Company has
i appointed Puglisi  Associates, 850
Libruary Avenue, Suite 204, Newark,
Delaware 19711 as the Companys
authorized agent upon which process may be
served in any suit or proceeding arising out
of or relating to the Shares or Deposited
Securities, the American Depositary Shares,
the Receipts or this Agreement, ii
consented and submitted to the jurisdiction
of any state or federal court in the State of
New York in which any such suit or
proceeding may be instituted, and iii
agreed that service of process upon said
authorized agent shall be deemed in every
respect effective service of process upon the
Company in any such suit or proceeding.
EACH PARTY TO THE DEPOSIT
AGREEMENT INCLUDING, FOR
AVOIDANCE OF DOUBT, EACH
OWNER AND HOLDER THEREBY
IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN
ANY SUIT, ACTION OR PROCEEDING
AGAINST THE COMPANY AND/OR
THE DEPOSITARY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR
RELATING TO THE SHARES OR
OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR
THE RECEIPTS, THE DEPOSIT
AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREIN OR
THEREIN, OR THE BREACH HEREOF
OR THEREOF, INCLUDING WITHOUT
LIMITATION ANY QUESTION
REGARDING EXISTENCE, VALIDITY
OR TERMINATION WHETHER BASED
ON CONTRACT, TORT OR ANY
OTHER THEORY.
To the extent that the Company or any of its
properties, assets or revenues may have or
hereafter become entitled to, or have
attributed to it, any right of immunity, on
the grounds of sovereignty or otherwise,
from any legal action, suit or proceeding,
from the giving of any relief in any respect
thereof, from setoff or counterclaim, from
the jurisdiction of any court, from service of
process, from attachment upon or prior to
judgment, from attachment in aid of
execution or judgment, or other legal process
or proceeding for the giving of any relief or
for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any
time be commenced, with respect to its
obligations, liabilities or any other matter
under or arising out of or in connection with
the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or
the Deposit Agreement, the Company, to the
fullest extent permitted by law, hereby
irrevocably and unconditionally waives, and
agrees not to plead or claim, any such
immunity and consents to such relief and
enforcement.
24.DISCLOSURE OF BENEFICIAL
OWNERSHIP.
The Company may from time to time request
Owners or Holders or former Owners or
Holders to provide information as to the
capacity in which they hold or held
American Depositary Shares and regarding
the identity of any other persons then or
previously interested in such American
Depositary Shares and the nature of such
interest and various other matters.  Each
such Owner or Holder agrees to provide any
such information reasonably requested by
the Company or the Depositary pursuant
to  Section 3.04 of the Deposit Agreement
whether or not still an Owner or Holder at
the time of such request.