Columbus, Georgia

SUPPLEMENTAL BOND RESOLUTION





WHEREAS, Columbus Georgia, authorized the issuance of up to $55,000,000 in

aggregate principal amount of its Water and Sewerage Revenue Refunding Bonds,

Series 2003 (the ?Series 2003 Bonds?), in an ordinance duly adopted at a

meeting held on November 5, 2002 (the ?Original Ordinance? and together with

this supplemental resolution, the ?Bond Ordinance?); and



WHEREAS, the Original Ordinance provides that the Series 2003 Bonds shall bear

interest at rates not to exceed 6.00% per annum, shall mature in the years 2004

through 2020, inclusive, and shall have maximum annual debt service not

exceeding $5,800,000 in any sinking fund year; and



WHEREAS, the Original Ordinance provides that the principal amount of the

Series 2003 Bonds maturing in each year (through the operation of a sinking

fund or otherwise), the interest rate on each such maturity, and mandatory

sinking fund redemption provisions applicable thereto will be determined by

Columbus, Georgia in a supplemental resolution; and



WHEREAS, it is proposed that Columbus, Georgia, should determine the principal

amount of the Series 2003 Bonds maturing in each year, the interest rate on

each such maturity, and the mandatory sinking fund redemption provisions

applicable thereto; and



WHEREAS, it is proposed that Columbus, Georgia, should authorize the execution,

delivery and performance of a Forward Delivery Bond Purchase Agreement, dated

the date hereof (the ?Forward Delivery Bond Purchase Agreement?), between

Columbus, Georgia and Salomon Smith Barney Inc. (the ?Underwriter?), providing

for the sale of the Series 2003 Bonds to the Underwriter; and



WHEREAS, capitalized terms used but not defined herein shall have the meanings

assigned to them in the Original Ordinance;



NOW, THEREFORE, BE IT RESOLVED by the Council of Columbus, Georgia, and it is

hereby resolved by the authority of the same, as follows:



Section 1. Particulars of the Series 2003 Bonds. The principal amount of the

Series 2003 Bonds maturing in each year together with the interest rate for

each such maturity are set forth on Exhibit ?A? attached hereto.



The Series 2003 Bonds are subject to optional redemption and mandatory sinking

fund redemption as set forth on Exhibit ?A? attached hereto.



Section 2. Application of Bond Proceeds. The proceeds of the Series 2003 Bonds

shall be applied as set forth on Exhibit ?A? attached hereto.



Notwithstanding the foregoing, if the Mayor of Columbus, Georgia, shall

determine that a different application of funds is required to carry out the

intent of the Bond Ordinance, the Mayor may provide for such different

application of funds in the authentication order to be delivered at the time of

issuance of the Series 2003 Bonds.



Section 3. Forward Delivery Bond Purchase Agreement. The execution, delivery

and performance of the Forward Delivery Bond Purchase Agreement are hereby

authorized. The Forward Delivery Bond Purchase Agreement shall be executed by

the Mayor of Columbus, Georgia and the Clerk or Deputy Clerk of the Council

shall attest the same and the seal of Columbus, Georgia, shall be impressed on

the Forward Delivery Bond Purchase Agreement. The Forward Delivery Bond

Purchase Agreement shall be in substantially the form presented at this

meeting, subject to such changes, insertions or omissions as may be approved by

the persons executing the same.



Section 4. Preliminary Official Statement; Official Statement; Deemed Final

Certificate and Continuing Disclosure Certificate.



The use and distribution of the Preliminary Official Statement in the form

presented at this meeting, subject to such changes, insertions or omissions as

may be approved by the Mayor of Columbus, Georgia, are hereby authorized. The

use, distribution and execution of the Official Statement are hereby

authorized. The Official Statement shall be in substantially the same form as

the Preliminary Official Statement with such changes, insertions or omissions

as may be approved by the person executing the same. The execution of the

Official Statement by the Mayor of Columbus, Georgia, as hereby authorized

shall be conclusive evidence of the approval of any such changes. Columbus,

Georgia, hereby authorizes the Mayor of Columbus, Georgia to deem the

Preliminary Official Statement final, except for ?Permitted Omissions,? as of

its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange

of 1934, as amended (the ?Rule?). As used herein, ?Permitted Omissions? shall

mean the offering price(s), interest rate(s), selling compensation, aggregate

principal amount, principal amount per maturity, delivery dates, ratings, the

identity of the purchaser or bond insurer and other terms of the Series 2003

Bonds and any underlying obligations depending on such matters, all with

respect to the Series 2003 Bonds and any underlying obligations. The execution

and delivery of the ?deemed final? certificate required by the Rule are hereby

authorized and approved. The execution of the ?deemed final certificate? by

the Mayor of Columbus, Georgia, as hereby authorized shall be conclusive

evidence of the approval of any changes to the Preliminary Official Statement.

The execution, delivery and performance of the Continuing Disclosure Agreement

summarized in the Preliminary Official Statement are hereby authorized and

approved.



Section 5. General Authority. Any officer of Columbus, Georgia, is hereby

authorized to execute and deliver all other documents and certificates

necessary to affect the transactions contemplated by the Bond Ordinance. All

actions heretofore taken and all documents heretofore executed in connection

with the transactions contemplated by the Bond Ordinance are hereby ratified

and approved. If the Mayor of Columbus, Georgia is unable or unwilling to

carry out the transactions contemplated by the terms of the Bond Ordinance or

to execute any documents authorized herein, including but not limited to the

Bonds, the Mayor Pro Tempore of Columbus, Georgia is hereby authorized to

act/sign on behalf of the Mayor.



Section 6. Provisions Relating to Bond Insurance. Financial Security Assurance

Inc. (?Financial Security?) has issued its Forward Municipal Bond Insurance

Policy Commitment, dated November 15, 2002, to issue its Municipal Bond

Insurance Policy relating to the Series 2003 Bonds. As a condition to issuing

its policy, Financial Security requires that the Bond Ordinance incorporate the

requirements set forth in Exhibit B attached hereto and by this reference

thereto made a part hereof (the ?Financial Security Requirements?). Columbus,

Georgia, hereby incorporates the Financial Security Requirements as a part of

the Bond Ordinance and covenants and agrees that the Financial Security

Requirements shall govern, notwithstanding anything to the contrary set forth

in the Bond Ordinance.



Section 7. Ratification of Original Ordinance. All of the terms and provisions

of the Original Ordinance, as supplemented hereby, are hereby ratified and

reaffirmed.



Section 8. Repealing Clause. All resolutions, ordinances or parts thereof in

conflict with the provisions herein contained are, to the extent of such

conflict, hereby superseded and repealed.



Section 9. Effective Date. This resolution shall be effective immediately upon

its adoption.





Introduced at a regular meeting of the Council of Columbus, Georgia held on

January 7, 2003 and adopted at said meeting by affirmative vote of __________

members of said Council.



Councilor Allen voting

Councilor Henderson voting

Councilor Hunter voting

Councilor McDaniel voting

Councilor Davis voting

Councilor Pugh voting

Councilor Rodgers voting

Councilor Anthony voting

Councilor Suber voting

Councilor Woodson voting











Tiny B. Washington, Clerk Robert Poydasheff, Mayor









EXHIBIT A



SERIES 2003 BOND TERMS AND APPLICATION OF

SERIES 2003 BOND PROCEEDS















[ATTACH SERIES 2003 BOND TERMS, MANDATORY SINKING

FUND REDEMPTION SCHEDULE AND APPLICATION OF BOND PROCEEDS PROVIDED BY SALOMON

SMITH BARNEY, INC.]



EXHIBIT B



[FINANCIAL SECURITY ASSURANCE INC. REQUIREMENTS]