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,~1.~Edwards &Son~IrNc Rating ~A~encv and/or Insurance Compan,~garation A.G. Edwards' Ohio investment bankers have unparalleled success in working with the rating agencies and insurance .companies. The process we utilize will maximize the chances of the Village receiving a favorable review. Our credit rating process is thorough and effective. The rating agency is an important constituency for any borrower, since the rating has a direct bearing on borrowing costs. A.G. Edwards has an excellent track record of helping procure upgrades, and we encourage the Village to confer with our clients who have gone through the rating process. The rating belongs to the Village. A.G. Edwards can orchestrate the process but we cannot change the facts of a situation. We can, however, ensure that the facts will be presented in an appropriate manner. In analyzing the Village's credit, and preparing for discussions with the rating agencies and/or bond insurance companies, we will work with the Village to accomplish the following steps: 1. Conduct an internal review to identify the Village's credit strengths and weaknesses and present them to Village officials for discussion. As early as possible, a rating strategy meeting is scheduled with those officials who will be in direct contact with the agencies during the rating process. Our goal at this strategy meeting is to detail the rating procedure, make steps toward determining an overall theme of the rating and begin focusing on critical areas of the Village's credit. 2. Directly compare and contrast the fmancial condition of the Village to other similar cities in the State who have been rated within the past three years. 3. Determine the venue of the rating presentation, either a visit by the analyst to the Village or _ have Village officials travel to New York to present to the rating agencies. In either case, A.G. Edwards will accompany the Village on the presentation as an advisor. Our role is to help you develop follow-up information after the presentation or any areas of concern that we feel have not been adequately addressed. 4. Prepare a cohesive rating agency strategy, discussion outline or written presentation if desired, and a booklet of credit highlights that the analyst can refer to during and after the meeting. The credit package includes extensive documentation describing the Village; the economic infrastructure of the Village; and detailed financial summaries; and various tables depicting relevant facts not required to be included in the Preliminary Official Statement. All of the forms of communication mentioned above directly address potential rating analyst questions relating to the Mayfield Village. In short, to the extent possible, the financing team must first do the analyst's' work for them, with the goal of preparing Village officials for the questions to come. 5. Most issuers are concerned with who is responsible for or best suited to address and/or present the various credit highlights. Through meetings conducted by A.G. Edwards prior to the actual rating review, Village officials will be given the opportunity to "rehearse" and together determine the focus and format of the meeting. 6. If fmancial savings are derived from the use of bond insurance, consideration should be given to its utilization. As you know, bond insurance represents an unconditional pledge of the insurance company to guarantee timely principal and interest payments. This guarantee will allow your debt to sell with Aaa/AAA ratings, in exchange for a fee. A.G. Edwards has vast experience working with clients in the preparation of requests for proposal to solicit fee quotes for bond insurance. We can provide a listing of our rating agency and bond insurer experience at your request. Mayfreld Village, Ohio Page 3