DATE: March 14, 2014 TO: Interested Parties FR: Jonathan Hurst, Senior Advisor STATE OF THE RACE:

2014 KENTUCKY U.S. SENATE After nearly 30 years of dividing our nation and deserting Kentucky, Senator Mitch McConnells days in Washington are numbered. Senate Minority Leader Mitch McConnell continues to lose ground with Kentucky voters despite months of negative campaigning and millions of dollars spent. Even at this early stage in the race, it is clear that the senior senators campaign has taken a Washington approach that is struggling to find hold in Kentucky. In contrast, momentum continues to build as the people of Kentucky unite around Alison Lundergan Grimess campaign for U.S. Senate. Alisons vision, strong statewide network, and leadership on the issues important to Kentuckians have catapulted her candidacy to unmatched levels of excitement and bipartisan support. THE MYTH OF THE INVINCIBLE MCCONNELL CAMPAIGN I assume most of you have played the, the game Whac-A-Mole? (Laughter.) This is the Whac-A-Mole period of the campaignwhen anybody sticks their head up, do them out. - Mitch McConnell, Mother Jones, 4/9/13 One thing is indisputable over the last seven months: the braggartly, swaggering thirty year Senators Washington-style campaign is floundering. Before Alison entered the race, Mitch McConnell boasted that he would easily dispose of any opposition, proclaiming that when anybody sticks their head up, do them out. His campaign manager, Jesse Benton, even went so far as to say that they would run the best statewide campaign in the history of United States American politics. The evidence over the course of the campaign reveals exactly the opposite. Not only did Benton flop out of the gate, confessing that he was holding his nose to work for McConnell, but he also failed to keep out a selffunding, Tea Party primary opponent in Matt Bevin who has drained valuable time and resources from their campaign coffers.

To make matters worse, McConnells former chief of staff, Josh Holmes, who was sent to run a dysfunctional NRSC that has made multiple public errors, made the shoddy decision to pick a fight with the Republican base. This amateur choice drew the ire and investment opposition from large Tea Party heavyweights like the Senate Conservatives Fund (already spent nearly $1 million) and FreedomWorks (pledged to spend $500,000) that has further exacerbated the already dire chances of McConnells reelection. These forces combined with the Bevin campaign will have the resources to spend millions of dollars successfully labeling McConnell with the worst kind of insult Washington insider. BEATING THE ODDS Mitch McConnell has clearly misread this race. Despite their best efforts to intimidate Alison Lundergan Grimes, she entered the race and declared I dont scare easy. Since July 2013, the McConnell campaign has struggled to find an effective message against her. They seemed to have crafted a cookiecutter strategy against a fictional character and are caught grossly unprepared to face a popularly elected, statewide official who won her last election with over 60 percent of the vote. Now McConnells campaign is stuck with no coherent plan against a Kentuckian who many Democrats, Republicans, and Independents across the Commonwealth have already cast a vote for, and are completely comfortable voting for again. They claimed Alison wasn't tough enough to be in the race; then she kicked off her campaign before a record-breaking crowd of 2,000 Kentucky supporters, uniting a historically fractious state party with endorsements from all statewide Democratic elected officials. Alison then headed to Fancy Farm where she went head-to-head with McConnell and easily disposed of his tired rhetoric, then topped it off months later with a well-attended filing day where five current and former Kentucky governors signed her paperwork in an unprecedented show of unity. They claimed she was a lightweight on policy; then Alison released a 20-page jobs plan for Kentucky, the first and only of its kind in the race, that focuses on specific proposals from raising the minimum wage and renewing job creation measures for veterans, to investing in infrastructure and job training. Not only did her bold vision put McConnell on the defensive because he's never had a jobs plan but it also made his campaign look aimless and lost, with little more to run on than thirty years of failed leadership. They claimed that his war chest was just too much to overcome, then Alison outraised the Senate Minority Leader in her first quarter with a stunning $2.5 million and kept pace with him in the next, raising another $2.1 million to lead all Democratic challengers and incumbents. While the NRSC and Washington Republicans point to the remaining money in McConnells campaign coffers, they have no good explanation for why his campaign has spent $10 million and managed to lose support to Alison. Despite their best efforts, the senior senators campaign has turned out to be one of the worst investment decisions for donors this cycle. Every time the McConnell campaign or his Washington Super PAC allies, who have spent millions of dollars on paid media, have attempted to offer a reason why Alison is not a credible candidate and cannot win, she proves them wrong. McConnell has never been so unpopular, nor has he run against a candidate as focused and disciplined as Alison. McConnells campaign is in a rut, leaving Charlie Cook

of the Cook Report to recently proclaim that there is no data to support that Senator McConnell is unbeatable. POLLING ADVANTAGE: DRIVEN BY FOCUS ON ECONOMY A majority of voters across the country have consistently expressed in recent years that the economy is their number one concern. Our campaign has driven a disciplined, economic-focused message that is taking hold and easily overpowering our opponents lacking vision for the future. Fundamental to this domination has been the strong contrast on the defining issue of this race: raising the minimum wage an issue Alison Lundergan Grimes has led on nationally since Day One. The campaigns focus on pocketbook issues coupled with Alisons specific proposals to grow the middle class is driving a double-digit support advantage among women and a sizable support advantage among working class and middle-class Kentuckians. For seven straight months, our campaign has steadily polled ahead of or in a dead-heat with Mitch McConnell the first to ever poll this well and this consistently against the Senate Minority Leader. The first statewide independent Bluegrass Poll, conducted by four major Kentucky news organizations, showed Alison opening up her largest lead yet against McConnell (46-42). The same poll found McConnells favorables underwater by 23 percent and his job approval underwater 28 percent. A closer look at the surveys findings shows Alisons polling advantage is driven by her solid lead among working class, middle-class, and female Kentucky voters. Alisons commitment to raising the minimum wage and strengthening economic opportunities for Kentuckys middle-class families fortifies her position in the race. The poll notes Alison leads McConnell by five percent among those who make less than $40,000 a year and eight percent among Kentuckians with annual incomes of at least $40,000. The bad news for the McConnell campaign does not end there. Kentuckians making less than $40,000 disapprove of his job performance by a 19-point margin and those making at least $40,000 disapprove of McConnells job performance by a massive 30point margin. These same voters support raising the minimum wage by a 38-point margin and 24-point margin respectively, making McConnells harsh opposition to a pay raise for Kentuckians potentially lethal for his candidacy. Furthermore, the surveys findings show that Alisons pro-women message is a blunt contrast to Mitch McConnells record on womens issues. The poll notes Alison leads McConnell by 12 points among Kentucky women, a troubling margin for the McConnell campaign when put into context of his 2008 reelection, in which he miraculously managed to beat his opponent among the female demographic. Not only is a repeat of this feat clearly out of reach in a matchup with Alison Lundergan Grimes, but McConnells double-digit deficit with Kentucky women severely clogs any credible pathway to victory for his campaign. Even more disconcerting for the McConnell campaign is the fact that his favorables with Kentucky women are underwater by an eye-popping 26 percent. To top it off, Kentucky women support Alisons position on raising the minimum wage by a resounding 39-point margin. Since the beginning of the year, our campaign has rocketed forward: U.S. News & World Report declared that Alison won the month of February, the New York Times asserted that she is Democrats

best chance in years and that the Kentucky Senate seat could flip Democratic, and ABC News rated the Kentucky Senate a complete and total "toss-up" the second national network to do so since the beginning of 2014. Despite facing millions of dollars in TV and radio attack ads, our campaign is tied or ahead in 12 recent polls without spending a single dollar on paid media. Our multimillion-dollar war chest will allow us to go toe-to-toe with the McConnell campaign and tout Alisons message in every corner of the Commonwealth. BUILDING A STRONG GRASSROOTS ORGANIZATION The momentum surrounding our campaign is undeniable. Our campaign events continue to break crowd records for a Kentucky U.S. Senate race: 2,000 Kentuckians attended our launch, 600 Kentuckians attended our jobs plan event in Eastern Kentucky, over 1,000 Kentuckians attended our jobs plan event in Louisville and over 1,200 people from over 70 counties across the Commonwealth attended last months historic event with President Clinton. Following attendance at such events, these supporters become active volunteers and valued members of our extensive grassroots team. These massive crowd sizes are an early sign that Mitch McConnell is outmatched and outfoxed: he struggles to barely draw a crowd of 100 people at his events. Last month, our campaign hosted a full-day organizational workshop in Lexington with key supporters from across the Commonwealth, marking the first in a series of such trainings the campaign will host over the coming months. The day offered an opportunity to discuss how we continue to build our strong grassroots organization and our plan to expand and mobilize supporters to ensure victory in November. Our campaigns grassroots coalition grows stronger as Democrats, Republicans and Independents alike unite around Alisons candidacy. The campaign handily defeats Mitch McConnell among small-dollar donors. Thanks to our 30,000 grassroots supporters* from all 120 Kentucky counties and 50 states, Alison for Kentucky boasts an impressive grassroots advantage over the McConnell campaign. In the fourth quarter alone, our campaign raised seven times more than the McConnell campaign from small-dollar donors. Grassroots contributors gave Grimes $581,315 compared to just $78,293 to McConnells in the same time period, and the campaigns $25 median contribution was also half of that of the McConnell campaign. [The Courier-Journal, 2/6/14] The swelling grassroots support underscores the growing momentum behind Alisons candidacy and widespread rejection of Mitch McConnells failed 30-year Washington record.

*Through the end of 2013s fourth fundraising quarter

BOLD VISION FOR THE FUTURE Alison Lundergan Grimes brings a bold vision for Kentuckys future, and her new brand of leadership will help break the gridlock in Washington. From leading to increase the minimum wage, to fighting to close the gender pay gap, Alison will continue standing with Kentuckys hardworking families in the U.S. Senate. As Kentuckys next U.S. Senator, Alisons top priorities will be putting Kentuckians back to work in good-paying jobs and rebuilding the middle class. Alison believes that Kentucky families deserve better: good jobs, a good quality of life, and an opportunity to join the middle class. Alison offers commonsense solutions and cares less about political parlor games and more about giving hardworking Kentuckians a fair shot to put food on their tables. That is why Alison proposed a detailed and comprehensive plan to put Kentuckians back to work in good-paying jobs the first candidate in the race to do so. Alisons 20-page jobs plan for Kentucky focuses on specific proposals because she believes that we can grow our economy by: Taking full advantage of the natural resources and people we have; Expanding science, math, and computer education; Investing in our infrastructure; and Diversifying our economy to attract more businesses. Alison is in this race to give the hardworking families of Kentucky a voice. She understands that this race is about real people, not Washington-style politics, and Kentuckians recognize that Mitch McConnell has lost sight of the Commonwealths values. After nearly 30 years in Washington, Mitch McConnell refuses to offer a plan for Kentucky families. The contrast between Alison Lundergan Grimes and Mitch McConnell could not be clearer. CONCLUSION Mitch McConnell has never been so unpopular nor has he run against a candidate as focused and disciplined as Alison Lundergan Grimes. McConnell has met his match and frankly, his replacement. Mitch McConnell is out of touch, out of ideas and out of time. This is one of a series of periodic memos about the state of the campaign. To read the campaigns previous memo on the race dynamics, please click here. ###