Yamana Gold Inc. Code of Business Conduct and Ethics
Dated as of May 5, 2009

Purpose of the Code

This Code of Business Conduct and Ethics ("Code") is intended to document the principles of conduct and ethics to be followed by Yamana Gold Inc. (the "Company") and its employees, officers and directors. Its purpose is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. All employees, officers and directors are also required to adhere to the Company’s Insider Trading Policy.

1. CONFLICTS OF INTEREST

   Employees, officers and directors of the Company shall avoid situations where their personal interest could conflict with, or even appear to conflict with, the interests of the Company and its shareholders. In the event that any potential conflict of interest arises involving an employee or an officer, the individual involved must immediately notify the Chief Executive Officer in writing and no further action may be taken unless by the Chief Executive Officer. In the event that any potential conflict of interest arises involving a director, the individual must immediately notify the Lead Director of the Board of Directors and the Chairman and Chief Executive Officer or, in the case of a conflict involving the Lead Director of the Board, the Chairman of the Corporate Governance Committee and the Chairman and Chief Executive Officer, in writing and no further action may be taken unless authorized by the Lead Director of the Board or the Chairman of the Corporation Governance Committee, as applicable, and the Chairman and Chief Executive Officer.

2. DEALING WITH SUPPLIERS AND SERVICE PROVIDERS

   All purchases of goods and services by the Company will be made exclusively on the basis of price, quality, service and suitability to the Company's needs. Employees, officers or directors are prohibited from accepting gifts of money or receiving any type of personal kickbacks, rebates or other "under-the-table" payments. Employees, officers and directors may accept unsolicited non-monetary gifts provided they are appropriate and customary client development gifts for the industry.

3. DEALING WITH PUBLIC OFFICIALS

   No employee shall make any form of payment, direct or indirect, to any public official as inducement to procuring or keeping business or having a law or regulation enacted, defeated, or violated or obtaining a license or permit.

4. EQUAL OPPORTUNITY

   There shall be no discrimination against any employee or applicant because of race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical handicap (unless demands of the position are prohibitive). The Company will maintain a work environment free of discriminatory practice of any kind.

5. HEALTH, SAFETY, AND ENVIRONMENTAL PROTECTION

   The Company is committed to managing and operating its assets in a manner that is protective of human health and safety and the environment. It is the Company’s policy to comply, in all material respects, with applicable health, safety and environmental laws and regulations. It is the duty of each employee, officer and director to ensure compliance with the goal of protecting human health and safety and the environment and to report violations immediately in compliance with the Whistleblower Policy.

6. USE OF AGENTS

   Agents or other non-employees cannot be used to circumvent the law or to engage in practices that run contrary to this Code.

7. COMPLIANCE WITH APPLICABLE LAWS

   The Company and its employees, officers and directors shall endeavour to comply with all applicable governmental laws, rules and regulations, including those relating to foreign corrupt practices. Employees, officers and directors operating outside of Canada have a special responsibility to know and obey laws and regulations of countries where they act for the Company and to conduct themselves in accordance with local business practices. The Company recognizes that laws, regulations, business practices and customs vary throughout the world and that, in certain cases, may be different from laws, regulations, business practices and customs in Canada.

8. ACCOUNTING AND DISCLOSURE POLICIES

The Company and each of its subsidiaries will make and keep books, records and accounts, which in reasonable detail, accurately and fairly present the transaction and disposition of the assets of the Company.

The Company has an obligation to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to securities regulators or other governmental entities and no director, officer or employee shall act in any manner that is contrary to such obligation.

It is an important element of good business practice for all employees, directors and officers to cause proper care to be taken to ensure that all books and records of the Company and audits are properly completed.

DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE

Violations of this Code by a director, officer or employee are grounds for disciplinary action. All directors, officers and employees must understand that it is a condition of employment and appointment that they comply with the provisions of the Code. The Code endeavours to codify good governance practices and is addition to any application of applicable laws.

Violations of the Code must be reported in compliance with the Company’s Whistleblower Policy.