Exhibit
4.1

     

    FORM
OF NEW NOTES

     

    UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     

    TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 205 OF THE
INDENTURE.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Ecopetrol
S.A.

     

    7.625%
Notes due 2019

     

    CUSIP NO.
[•]

    ISIN NO.
[•]

     

    No.
A-[•]              US$[•]

     

    Ecopetrol
S.A., a mixed economy company (sociedad de economía
mixta) organized under the laws of the Republic of Colombia (the
“Company,”
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to Cede & Co., or its registered
assigns, the principal sum of US$[•] on July 23, 2019.

     

    Interest
Payment Dates:  July 23 and January 23 of each year, commencing
January 23, 2009.

     

    Regular
Record Dates:  July 6 and January 6 of each year.

     

    Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile by its duly authorized officers.

     

    
      Date:
[•],
2009

    

     

    
      
        
          
            
              
                
                  	
                          Ecopetrol
      S.A.

                        
	 	 
	
                          By:

                        	  
      
	 
      	
                          Name:

                        	 
      
	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Trustee’s
Certificate of Authentication

     

    This is
one of the 7.625% Notes due 2019 described in the within-mentioned
Indenture.

    


    
      
        
          
            	
                    The Bank of New York Mellon, as
      Trustee

                  
	 
      	 
      	 
      
	By:	 
        
	
                     

                  	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

    


    
      
         


      

      
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    REVERSE
SIDE OF NOTE

     

    Ecopetrol
S.A.

     

    7.625%
Notes due 2019 (the “Notes”)

     

    1.           Principal and
Interest.

     

    The
Company will pay the principal of this Note on July 23, 2019.

     

    The
Company promises to pay interest on the principal amount of this Note on each
Interest Payment Date, as set forth below, at the rate per annum shown
above.

     

    Interest
will be payable semiannually on each Interest Payment Date, commencing January
23, 2010.

     

    Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from July 23, 2009; provided that, if there is no
existing default in the payment of interest and this Note is authenticated
between a Regular Record Date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such Interest
Payment Date.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

     

    In the
case of amounts not paid by the Company under this Note, interest will continue
to accrue on such amounts, to the extent permitted by applicable law, at a
default rate equal to 1.0% in excess of the interest rate on this Note, from and
including the date when such amounts were due and owing and through and
including the date of payment of such amounts by the Company.

     

    2.           Method of
Payment.

     

    The
Company will pay principal as provided above and interest (except defaulted
interest) on the principal amount of the Notes as provided above on each
July 23 and January 23 to the persons who are Holders (as reflected in the Note
Register at the close of business on July 6 and January 6 immediately preceding
the Interest Payment Date), in each case, even if the Note is cancelled on
registration of transfer or registration of exchange after such record date;
provided that, with
respect to the payment of principal, the Company will not make payment to the
Holder unless this Note is surrendered to a Paying Agent.

     

    The
Company will pay principal, premium, if any, and, as provided above, interest
(and Additional Amounts, if any) in money of the United States that at the
time of payment is legal tender for payment of public and private
debts.  However, the Company may pay principal, premium, if any, and
interest by its check payable in such money.  It may mail an interest
check to a Holder’s registered address (as reflected in the Note
Register).  If a payment date is a date other than a Business Day at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day and no interest shall accrue for the intervening
period.


    
      
         


      

      
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    3.           Paying Agent and Security
Registrar.

     

    Initially,
the Trustee will act as Authenticating Agent, Paying Agent in New York and
Security Registrar.  The Company may appoint or change any
Authenticating Agent, Paying Agent or Security Registrar without
notice.  The Company, any Subsidiary or any Affiliate of any of them
may act as Paying Agent, Security Registrar or co-Security
Registrar.

     

    4.           Indenture;
Limitations.

     

    The
Company issued the Notes under an Indenture dated as of July 23, 2009 (the
“Indenture”),
between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).  Capitalized
terms herein are used as defined in the Indenture or the Registration Rights
Agreement, as applicable, unless otherwise indicated.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act.  The Notes are
subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of all such terms.  To the extent
permitted by applicable law, in the event of any inconsistency between the terms
of this Note and the terms of the Indenture, the terms of the Notes shall
control.

     

    The Notes
are general unsecured obligations of the Company.  The Indenture does
not limit the aggregate principal amount of Notes that may be
issued.

     

    5.           Optional Redemption with
“Make-Whole” Amount.

     

    The
Company will have the right at its option to redeem any of the Notes in whole or
in part, at any time or from time to time prior to their maturity, on at least
30 days’ but not more than 60 days’ notice, at a redemption price equal to the
greater of (1) 100% of the principal amount of such Notes and (2) the sum of the
present values of each remaining scheduled payment of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each
case accrued interest on the principal amount of the Notes to the date of
redemption.

     

    On and
after the Redemption Date, interest will cease to accrue on the Notes or any
portion of the Notes called for redemption (unless the Company defaults in the
payment of the redemption price and accrued interest). On or before the
Redemption Date, the Company will deposit with the Trustee money sufficient to
pay the redemption price of and (unless the Redemption Date shall be an interest
payment date) accrued interest to the Redemption Date on the Notes to be
redeemed on such date.

     

    6.           Withholding Tax
Redemption.

     

    The Notes
may be redeemed at the Company’s election, in whole but not in part on any date,
by the giving of notice as provided under Section 106 of the Indenture, at a
price equal to the outstanding principal amount thereof, together with any
Additional Amounts and accrued and unpaid interest to the Redemption Date, if,
as a result of any change in, or amendment to, laws or treaties (or any
regulation or rulings promulgated thereunder) of Colombia or any political
subdivision or taxing authority thereof or therein or any change in the official
application, administration or interpretation of such laws, treaties,
regulations or rulings in such jurisdictions, the Company is or will become
obligated to pay any Additional Amounts on the Notes, if such change or
amendment is announced and becomes effective on or after the issuance of the
Notes and such obligation cannot be avoided by taking commercially reasonable
measures available to the Company; provided, however, that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such Additional
Amounts.


    
      
         


      

      
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    Notice of
any redemption will be mailed at least 30 days but not more than 60 days before
the Redemption Date to each Holder of the Notes to be redeemed. Prior to the
giving of notice of redemption of such Notes pursuant to Section 106 of the
Indenture, the Company will deliver to the Trustee an Officer’s Certificate and
a written opinion of recognized Colombian counsel independent of the Company and
its Affiliates to the effect that all governmental approvals necessary for it to
effect such redemption have been or at the time of redemption will be obtained
and in full force and effect, and that the Company has or will become obligated
to pay such Additional Amounts as a result of such change, amendment,
application, administration or interpretation. On the Redemption Date, interest
will cease to accrue on the Notes that have been redeemed.

     

    7.           Partial
Redemption.

     

    If less
than all of the Notes are to be redeemed, the particular Notes to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee from the Outstanding Notes not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal amount of the Notes;
provided that no Note
of U.S.$1,000 in principal amount or less shall be redeemed in
part.

     

    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Notes selected for redemption and, in the case of
any Notes selected for partial redemption, the principal amount thereof to be
redeemed.

     

    For all
purposes of the Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Notes
redeemed or to be redeemed only in part, to the portion of the principal of such
Notes which has been or is to be redeemed.

     

    8.           Notice of
Redemption.

     

    Notice of
any redemption pursuant to Section 5 hereof will be given in the manner provided
in Section 106 of the Indenture, not less than 30 nor more than
60 days prior to the Redemption Date to the Holders of Notes to be
redeemed.  Failure to give notice by mailing in the manner herein
provided to the Holder of any Note designated for redemption as a whole or in
part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other Notes or portion
thereof.


    
      
         


      

      
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    Any
notice that is mailed to the Holder of any Notes in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not such
Holder receives the notice.

     

    All
notices of redemption shall state:

     

    1.           the
Redemption Date,

     

    2.           the
Redemption Price,

     

    3.           if
less than all Outstanding Notes are to be redeemed, the identification (and, in
the case of partial redemption, the principal amount) of the particular Note or
Notes to be redeemed,

     

    4.           in
case any Note is to be redeemed in part only, the notice which relates to such
Note shall state that on and after the Redemption Date, upon surrender of such
Note, the Holder of such Note will receive, without charge, a new Note or Notes
of authorized denominations for the principal amount thereof remaining
unredeemed,

     

    5.           that,
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Note or portion thereof to be redeemed, and, if applicable, that
interest thereon shall cease to accrue on and after said date,

     

    6.           the
place or places where such Notes are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining
thereto, and

     

    7.           the
CUSIP number or the Euroclear or the Clearstream Luxembourg reference numbers of
such Notes, if any (or any other numbers used by a Depository to identify such
Notes).

     

    A notice
of redemption published as contemplated by Section 106 of the Indenture
need not identify particular Notes to be redeemed.

     

    Notice of
redemption of Notes to be redeemed at the election of the Company shall be given
by the Company or, at the Company’s request, by the Trustee in the name and at
the expense of the Company.

     

    9.           Repurchase of Securities
upon a Change of Control Repurchase Event.

     

    The
Company must commence, within 30 days of the occurrence of a Change of Control
Repurchase Event, and consummate an Offer to Purchase for all Notes then
Outstanding, at a purchase price equal to 101% of the principal amount of the
Notes on the date of repurchase, plus accrued interest (if any) to the date of
purchase.  The Company is not required to make an Offer to Purchase
following a Change of Control Repurchase Event if a third party makes an Offer
to Purchase that would be in compliance with the provisions described in this
section if it were made by the Company and such third party purchases (for the
consideration referred to in the immediately preceding sentence) the Notes
validly tendered and not withdrawn prior to the mailing of the notice to Holders
commencing such Offer to Purchase, but in any event within 30 days following any
Change of Control Repurchase Event, the Company, covenants to (i) repay in full
all Indebtedness of the Company that would prohibit the repurchase of the Notes
pursuant to such Offer to Purchase or (ii) obtain any requisite consents under
instruments governing any such Indebtedness of the Company to permit the
repurchase of the Notes.  The Company shall first comply with the
covenant in the preceding sentence before it shall be required to repurchase
Notes pursuant to this Section 9.


    
      
         


      

      
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    The
Company shall comply, to the extent applicable, with the requirements of Rule
14e-1 of the Exchange Act and other applicable securities laws or regulations in
connection with making an Offer to Purchase.  To the extent that the
provisions of any applicable securities laws or regulations conflict with
provisions of this Section 9, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached the
Company’s obligations under this Section 9 by virtue of the Company’s compliance
with such securities laws or regulations.

     

    10.         Denominations; Transfer;
Exchange.

     

    The Notes
are in registered form without coupons in minimum denominations of US$1,000 of
principal amount and multiples of US$1,000 in excess thereof.  A
Holder may register the transfer or exchange of Notes in accordance with the
Indenture.  The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.  The
Security Registrar need not register the transfer or exchange of any Notes
selected for redemption.  Also, it need not register the transfer or
exchange of any Notes for a period of 15 days before a selection of Notes to be
redeemed is made.

     

    11.         Persons Deemed
Owners.

     

    A Holder
shall be treated as the owner of a Note for all purposes.

     

    12.         Unclaimed
Money.

     

    If money
for the payment of principal, premium, if any, or interest remains unclaimed for
two years, the Trustee and the Paying Agent will pay the money back to the
Company at its request.  After that, Holders entitled to the money
must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

     

    13.          Discharge Prior to
Redemption or Maturity.

     

    The
Company’s obligations pursuant to the Indenture will be discharged, except for
obligations pursuant to certain sections thereof, subject to the terms of the
Indenture, upon the payment of all the Notes or upon the irrevocable deposit
with the Trustee of U.S. Dollars or Government Securities sufficient to pay when
due principal of and interest on the Notes to maturity or redemption, as the
case may be.


    
      
         


      

      
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    14.         Amendment; Supplement;
Waiver.

     

    Subject
to certain exceptions, the Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the Notes then Outstanding, and any existing default or compliance with any
provision may be waived with the consent of the Holders of at least a majority
in principal amount of the Notes then Outstanding.  Without notice to
or the consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not materially and adversely affect
the rights of any Holder.

     

    15.         Restrictive
Covenants.

     

    The
Indenture imposes certain limitations on the ability of the Company and its
Material Subsidiaries, among other things, to create, incur or assume Liens
(except for Permitted Liens), or, with respect to the Company, to consolidate
with or merge into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets and the properties and assets
of its Subsidiaries (taken as a whole) as an entirety to, any entity or entities
except under certain circumstances.  Within 120 days after the end of
each fiscal year, the Company must report to the Trustee on compliance with such
limitations.

     

    16.         Successor
Persons.

     

    When a
successor person or other entity assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor person will be released from
those obligations.

     

    17.         Defaults and
Remedies.

     

    “Event of Default” means any
one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

     

    (1)           default
in the payment of any interest on any Note, or any Additional Amounts payable
with respect thereto, when the interest becomes or the Additional Amounts become
due and payable, and continuance of the default for a period of 30
days;

     

    (2)           default
in the payment of the principal of or any premium on any Note, or any Additional
Amounts payable with respect thereto, when the principal or premium becomes or
the Additional Amounts become due and payable at their maturity, upon redemption
or otherwise;

     

    (3)           the
Notes, the Indenture, or any part of those documents, ceases to be in full force
and effect or binding and enforceable against the Company or it becomes unlawful
for the Company to perform any material obligation under any of the foregoing
documents to which it is a party;

     

    (4)           the
Company contests the enforceability of the Notes or the Indenture, or denies
that it has liability under any of the foregoing documents to which it is a
party;


    
      
         


      

      
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    (5)           default
in the performance, or breach, of any covenant or warranty of the Company in the
Indenture or the Notes and continuance of the default or breach for a period of
60 days (inclusive of any cure period contained in any such covenant or other
term for compliance thereunder) after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Notes, a
written notice specifying the default or breach and requiring it to be remedied
and stating that the notice is a notice of default under Section 603 of the
Indenture;

     

    (6)           any
event of default as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any External
Indebtedness of the Company, other than the Notes, or any Material Subsidiary of
the Company, whether the External Indebtedness now exists or shall hereafter be
created, shall occur and shall result in such External Indebtedness in aggregate
principal amount (or, if applicable, with an issue price and accreted original
issue discount) in excess of US$50.0 million (or its equivalent in another
currency) becoming or being declared due and payable prior to the date on which
it would otherwise become due and payable;

     

    (7)           the
entry by a court having competent jurisdiction of one or more final and
non-appealable judgments or final decrees against the Company or a Material
Subsidiary involving in the aggregate a liability (not paid or fully covered by
insurance) of US$50.0 million (or its equivalent in another currency) or more,
and all such judgments or decrees have not been vacated, discharged or stayed
within 180 days after the date set for payment;

     

    (8)           the
Company stops paying or admits that it is generally unable to pay its debts as
they become due or passes a resolution to dissolve;

     

    (9)           the
entry by a court having competent jurisdiction of:

     

    (a)       
a decree or order for relief in respect of the Company in an involuntary
proceeding under Bankruptcy Law, which decree or order shall remain unstayed and
in effect for a period of 180 consecutive days;

     

    (b)       
a decree or order in an involuntary proceeding under Bankruptcy Law adjudging
the Company to be insolvent, or approving a petition seeking a similar relief
under Bankruptcy Law in respect of the Company, which decree or order shall
remain unstayed and in effect for a period of 180 consecutive days;
or

     

    (c)       
a final and non-appealable order appointing a custodian, receiver, liquidator,
assignee, trustee or other similar official of the Company or of any substantial
part of the property of the Company or ordering the winding up or liquidation of
the affairs of the Company;

     

    (10)         the
commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency or other similar law or of a voluntary proceeding seeking
to be adjudicated insolvent or the consent by the Company to the entry of a
decree or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency or other similar law or to the commencement of any
insolvency proceedings against it, or the filing by the Company of a petition or
answer or consent seeking relief under any applicable bankruptcy, insolvency or
other similar law, or the consent by the Company to the filing of the petition
or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any
substantial part of the property of the Company or the making by the Company of
an assignment for the benefit of creditors, or the taking of corporate action by
the Company in furtherance of any such action; and


    
      
         


      

      
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    (11)         a
general moratorium is agreed or declared in respect of any Indebtedness of the
Company.

     

    If an
Event of Default with respect to the Notes at the time Outstanding (other than
an Event of Default specified in clause (9) or (10) of this
Section 17) occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Notes may declare the
principal of all the Notes to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any declaration the principal or such lesser amount shall become immediately due
and payable.  If an Event of Default specified in clause (9) or
(10) of this Section 17 occurs, all unpaid principal of and accrued
interest on the Outstanding Notes shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Note.

     

    Holders
may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes.  Subject to certain
limitations, Holders of at least a majority in principal amount of the Notes
then Outstanding may direct the Trustee in its exercise of any trust or
power.

     

    18.         Additional
Amounts.

     

    Any
payments by the Company under or with respect to the Notes may require the
payment of Additional Amounts as may become payable under Section 1005 of the
Indenture.

     

    19.         Governing Law; Submission to
Jurisdiction; Appointment of CSC; Sovereign Immunity Waiver.

     

    The
Indenture and this Note shall be governed by and construed in accordance with
the laws of the State of New York except that the laws of Colombia will govern
all matters relating to authorization and execution of the Indenture and this
Note by the Company.

     

    Each of
the Trustee and the Company irrevocably consents and agrees that any legal
action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or based on the Indenture and
this Note may be brought in any United States federal or state court in the
State of New York, County of New York.


    
      
         


      

      
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    The
Company designates, appoints, and empowers Corporation Service Company with
offices currently at 1133 Avenue of the Americas, Suite 3100, New York, New York
10036, as its designee, appointee and agent to receive and accept for and on its
behalf, and its properties, assets and revenues, service of any and all legal
process, summons, notices and documents that may be served in any action, suit
or proceeding brought against any of the Company in any such United States
federal or state court with respect to its obligations, liabilities or any other
matter arising out of or in connection with the Indenture and this Note and that
may be made on such designee, appointee and agent in accordance with legal
procedures prescribed for such courts.  If for any reason such
designee, appointee and agent hereunder shall cease to be available to act as
such, the Company agrees to designate a new designee, appointee and agent in The
City of New York on the terms and for the purposes of this Section 113
reasonably satisfactory to the Trustee.  The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any such action, suit or proceeding against
the Company by serving a copy thereof upon the relevant agent for service of
process referred to in this Section 20 (whether or not the appointment of
such agent shall for any reason prove to be ineffective or such agent shall
accept or acknowledge such service).  The Company agrees that the
failure of any such designee, appointee and agent to give any notice of such
service to them shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based
thereon.  Each of the parties irrevocably and unconditionally waives,
to the fullest extent permitted by law, any objection that they may now or
hereafter have to the laying of venue of any of the aforesaid actions, suits or
proceedings arising out of or in connection with the Indenture and this Note
brought in the federal courts located in The City of New York or the courts of
the State of New York located in The County of New York and hereby further
irrevocably and unconditionally waives and agrees, to the fullest extent
permitted by law, not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum.

     

    The Company irrevocably waives any
immunity (including sovereign immunity) from suit, action, proceeding or
jurisdiction to which it might otherwise be entitled in any such suit, action or
proceeding in any U.S. federal or New York State court in the Borough of
Manhattan, The City of New York, or in any competent court in Colombia; except
as provided under Article 177 of the Código Contencioso
Administrativo and Article 684 of the Código de Procedimiento Civil of
Colombia, the revenues, assets and property of the Company located in
Colombia are not subject to execution, set-off or attachment. In addition, to
the extent that the Company or any of its revenues, assets or properties shall
be entitled, in any jurisdiction, to any immunity from setoff, banker’s lien,
attachment or any similar right or remedy, and to the extent that there shall be
attributed, in any jurisdiction, such an immunity, the Company hereby
irrevocably agrees not to claim and irrevocably waives such immunity to the
fullest extent permitted by the laws of such jurisdiction with respect to any
claim, suit, action, proceeding, right or remedy arising out of or in connection
with the Indenture and this Note. The Company reserves the right to plead
sovereign immunity under the United States Foreign Sovereign Immunities Act of
1976 with respect to any action brought against it under the United States
federal securities laws or any state securities laws.

     

    20.         Trustee Dealings with
Company.

     

    The
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from and perform services for the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates as if it
were not the Trustee.


    
      
         


      

      
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    21.         No Recourse Against
Others.

     

    No
recourse for the payment of the principal of, premium, if any, or interest on
any of the Notes or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or in the Notes or because of the creation of any
Indebtedness represented thereby, shall be had against any shareholder, officer,
director, employee or controlling person of the Company or of any successor
thereof.

     

    22.         Authentication.

     

    This Note
shall not be valid until the Trustee or Authenticating Agent signs the
certificate of authentication on the other side of this Note.

     

    23.         Abbreviations.

     

    Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to
Minors Act).

     

    The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to Ecopetrol S.A.,
Carrera 7 No. 37-69 Bogota, Colombia, Attention: Investor Relations
Officer.


    
      
         


      

      
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    FORM OF
TRANSFER NOTICE

     

    FOR VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto

     

    Insert Taxpayer
Identification No.

     

    ______________________________________________________________________________________________

     

    Please
print or typewrite name and address including zip code of assignee

     

    ______________________________________________________________________________________________

    the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing

     

    ___________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


    
      
         


      

      
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