Columbus, Georgia

MINUTES

BOARD OF TRUSTEES

EMPLOYEES' PENSION PLAN

May 7, 2003





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

Plan was held May 7, 2003 at 2:00 P.M. in the Mayor=s Conference Room.





PRESIDING: Mr. Daniel Gray, Vice-Chairman





PRESENT: Kay G. Love, Mary Strozier-Weaver, Alan Rothschild, and Capt.

John Starkey



ABSENT: Mayor Bob Poydasheff, Carmen Cavezza, Morton Harris, Jack Nowell,

Saundra Hunter and Michael Majure



GUESTS: Henry Swift, Vice President (Salomon Smith Barney) and Denise Baxter,

Investment Officer (CCG)





Mr. Daniel Gray, Vice-Chairman called the meeting to order. Julia Rasch,

Recording Secretary, gave the attendance. It was noted that the Mayor was out

of the country and the other Trustees who were absent had conflicting

appointments with the exception of Mr. Michael Majure. The Board was advised

that Mr. Majure has accepted an appointment with the State Of Georgia and will

not be returning as a Trustee to the Pension Fund.





MINUTES OF THE PREVIOUS MEETING:



The motion was made by Ms. Strozier-Weaver and seconded by Capt. Starkey that

the minutes from the April 2, 2003 meeting be accepted as submitted. The vote

was unanimous.





INVESTMENT UPDATE:



Mr. Swift began his report by stating that he didn?t want to spend a lot of

time on the quarterly report ending March 2003 but more on what has happened

since the end of the quarter. The highlights of the quarter indicate that with

the fixed income managers shortening their maturities schedule in anticipation

of rates going up later this year, their performance was impacted. They all

three fell slightly behind the index for the quarter. Mr. Swift doesn?t feel

that it?s a material shortfall but anticipates that if rates turn up that they

will all do considerably better.



Most of the equity managers with the exception of Trusco Capital and Lazard

were behind their index slightly for the quarter, but not any of them to any

material degree. Concern with the performance of the equity managers continue,

specifically with Victory Capital, but for the most part, most of the equity

managers were fairly close to the benchmark. So the equity part of the

portfolio is sort of a mixed bag with certain managers doing better than others

but none of them doing very poorly with the possible exception of Victory.



Over all, the equity managers were down for the quarter, ?3.5% versus ?3.6%,

for the blended benchmark. And since inception, the equity managers were up

8.0% versus 8.4%, so they?re right on the benchmark and ahead of the benchmark

for the one, three and five year periods.



The total fund for the quarter was down ?1.2% versus -.83% for the index.

Since inception the total fund is up 8% versus 8.1% for the index. This is a

number that the board should be proud of given the fact that the S&P was down

three years in a row, 2000, 2001 and 2002 and rather dramatically too, 21%, 13%

and 24% respectively.



Mr. Swift concluded the quarterly report by asking if there were any questions

before he continued with what has happened since the quarter ended. He also

stated that this report should be accepted and entered into the minutes as

reported.



The next part of Mr. Swift?s report summarized what has happened since the

board?s last meeting. Using the graphs he began with the S&P 500 index which

showed a 9.2% rise in a 36 day period; on April 1st the market was at 858.43

and rose to 937.03 by May 7th. Mr. Swift pointed out that it was right around

March 12th that the oil fields in Iraq were secured which indicates that the

investing public was not so much concerned about whether the U.S. could win the

war but whether or not the oil fields could be secured without tremendous loss

of all reserves and therefore pushing oil prices higher.



The next chart showed the bond market over the same period of time. The bond

market over the last 30 days fluctuated tremendously, the bond yield went from

4.61% on March 12th to a high of 4.99% on April 7th and then falling back to

4.71% on May 7th with a net result of staying pretty much in the same position.



The next report was the valuation recap. The bond managers had a slight pickup

in their overall value over the last 30 days with a little more than ? to 1%

return giving a balance of $70 million dollars in bonds. The growth managers

had a very strong 30-day period. Eagle Asset, the newest manager, up 9.5%;

Rittenhouse up almost 8%, combined, they were up a little over 8%. Of the

value managers, Scudder had the best performance of all, up 11%; Victory also

had a nice recovery, up 8.5%. The total combined value was up 10.03%. Trusco

Capital and National Asset, the Core managers were both up for the last month.

National Asset?s performance was better than Trusco, but then Trusco had done

much better for the quarter ending March 30th. Combined, the core managers

were up over 7% for the period. Lazard, the international manager was up

11.61%.



The end result is, taking all the equities on an absolute basis, not time

weighted; they were up almost 9% which is pretty much tracking the S&P 500.

The total fund is up almost $7 million dollars in 30 days and that is a

tremendous increase.



Finally, Mr. Swift went over the reallocation and withdrawal report and gave a

brief recap. To summarize; $7,450,000 dollars was taken away from the fixed

and value managers and redistributed to the various equity managers plus

$1,700,000 was disbursed to the city to pay retiree benefits. The reallocation

took place in January, February and March and with the market moving as it did

a reallocation in April was not necessary because the equities took off just as

the reallocation was completed which worked out in favor of the pension fund.



There was a few minutes discussion between Mr. Swift and Mr. Gray about what

the market may or may not do in the next few months. The consensus was that it

was impossible to predict that outcome of the market but Mr. Swift did indicate

that he didn?t feel the market growth would continue at the rate of the current

increase.



A copy of the evaluation report and the other reports are maintained by the

Board Secretary in the Finance Director=s Office and is available for review

upon request.





PRESENTATION:



Mr. Frank Sposato from Lazard International was the guest speaker for today?s

board meeting.





& International Equity Management

P Team-based decision-making

P Internally-generated research

P Proprietary quantitative tools and models

P Disciplined risk management





& Investment Process

P Analytical Framework

P Accounting Validation

P Fundamental Analysis

P Portfolio Construction





& Market Performance

P A performance comparison of the markets in The Americas, Europe and

Far East vs. the U.S for the Year To Date December 31, 2002 and March 31, 2003.



& Performance Review

P Total portfolio performance summary through April 30, 2003 including

the total portfolio composition.

P Portfolio Characteristics vs. MSCI EAFE Index

P What Helped/What Hurt Performance

P Region/Sector Exposure vs. MSCI EAFE

P The Market?s Volatility and it?s effects

P Portfolio holdings by country and by sector





% Market Outlook



P 3 Year Outlook

P Risks

P EAFE vs. U.S. - Returns Have Come Full Circle



Mr. Sposato concluded his report. He was thanked by the board and dismissed as

the meeting resumed.





OLD BUSINESS:



None





NEW BUSINESS:



None





With no further business for discussion, the motion was made by Mr. Rothschild

and seconded by Ms. Strozier-Weaver that the meeting be adjourned. The next

meeting is scheduled for June 4, 2003 at 2:00 p.m. in the Mayor=s Conference

Room. The guest speaker will be from Trusco Capital (Core) and Synovus

Securities (Fixed Income).











_____________________________

Julia A. Rasch

Recording Secretary