EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 12th, 2011 • Bancolombia Sa • Commercial banks, nec • New York
Bancolombia S.A., a financial institution incorporated under the laws of Colombia (sociedad anònima) (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $520,000,000 of its 4.250% Senior Notes Due 2016 and up to $1,000,000,000 of its 5.950% Senior Notes Due 2021 (collectively referred to herein as the “Old Notes”) for its 4.250% Senior Notes Due 2016 and its 5.950% Senior Notes Due 2021 (collectively referred to as the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2011 (the “Prospectus”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes.”
