0000950123-11-061680 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 24th, 2011 • Bancolombia Sa • Commercial banks, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated January 12, 2011 (this “Agreement”) is entered into by and between Bancolombia S.A., a Colombian banking institution incorporated under the laws of the Republic of Colombia as a sociedad anónima (the “Company”) and J.P. Morgan Securities LLC (“J.P. Morgan”) (the “Initial Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 24th, 2011 • Bancolombia Sa • Commercial banks, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated June 3, 2011 (this “Agreement”) is entered into by and among Bancolombia S.A., a Colombian banking institution incorporated under the laws of the Republic of Colombia as a sociedad anónima (the “Company”) and J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representatives of the several initial purchasers named in Schedule 1 to the Purchase Agreement (as defined below) (together, the “Initial Purchasers”).

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