Columbus, Georgia

MINUTES OF THE

BOARD OF TRUSTEES MEETING OF THE

COLUMBUS GEORGIA EMPLOYEES' PENSION PLAN



February 4, 2004





A meeting of the Board of Trustees for the Columbus Georgia Employees? Pension

Plan was held February 4, 2004 at 2:00 P.M. in the Mayor?s Conference Room.





PRESIDING: Mayor Robert Poydasheff, Chairman



PRESENT: Angela Cole, Morton Harris, Jack Nowell, Mary Strozier-Weaver,

Dan Gray, Alan Rothschild, Jr., Harvey Milner, and Capt John Starkey



ABSENT: Carmen Cavezza, and Joe Smith



GUESTS: Henry Swift, Vice President (Salomon Smith Barney), Richard

Swift, (Salomon Smith Barney)







Co-Chairman, Dan Gray, called the meeting to order. Julia Rasch, Recording

Secretary, gave the attendance. Mayor Bob Poydasheff joined the meeting in

progress.





MINUTES OF THE PREVIOUS MEETING:



Mr. Harris made the motion that the minutes of the January 7, 2004 meeting be

approved as submitted. The vote to accept was unanimous.





INVESTMENT UPDATE:



Mr. Swift presented to the board members a detailed summary of the performance

valuation as of 12/31/03. This summary recapped the entire report that was

presented for the end of the last quarter. A copy of the report summary is

attached.



After a brief synopsis of quarterly report, Mr. Swift summarized the portfolio

valuation report as of 02/03/04. A copy of this report is also attached.



A copy of the evaluation reports and the other information presented to the

board retained by the Board Secretary in the Finance Director=s Office and is

available for review upon request.





PRESENTATION:



Mr. Swift introduced Mr. Edmund J. Thimme, Jr., Managing Director and

Relationship Manager from Deutsche Asset Management to present their annual

report.



The report followed the Agenda listed below:



Philosophy and Process



To be conservative, risk averse, value oriented contrarian execution

1. Invest in high quality companies with strong management

a. Fundamental research focuses on balance sheet & long-term earnings

dividends growth

2. Invest in stocks that, in their judgment, have limited (10-15%) downside risk

3. Take a low P/E approach to investing

a. What is paid for a stock matters and that a historical context is critical

b. Empirical research supports the out performance of low P/E stocks on a

long-term basis

4. Believe that the market overreacts to short-term information and that there

is a long-term value in investing in stocks that are currently out of favor

with the broad investment community

5. Reversion to the mean is central to our approach

6. The objective is to achieve above average returns vs the Russell 1000 Value

Index, the S&P 500 Index and value peer groups over a market cycle (3-5 years)



Portfolio Review

Investment Results

Performance vs Large Cap Value Style

Performance: Rolling 5-year annualized

Large Cap Value Equity (Contrarian) Composite

Russell 1000 Growth vs Russell 1000 Value



Portfolio Strategy

Contrarian Value Equity

Market overview ? Fourth quarter & twelve months 2003

Investment Results

Market Perspective

Outlook

Listing Of Investments and Companies



Mr. Thimme was thanked for his presentation and with no further questions, was

dismissed from the meeting.











OLD BUSINESS:



The balance of signatures was obtained for the latest amendment to the

Investment Policy Statement.





NEW BUSINESS:



None





With no further business for discussion, the motion was tendered for

adjournment.



The next meeting is scheduled for April 7, 2004 at 2:00 p.m. in the Mayor=s

Conference Room. The guest speaker will be from William M. Mercer with the

annual actuarial report.











_____________________________

Julia A. Rasch

Recording Secretary