OHIO TURNPIKE COMMISSION

Resolution Appointing Bond Counsel

for Potential Refunding of Commission Revenue Bonds

WHEREAS, the Commission is considering the refunding of all or some portion of its

outstanding 1998 Series B Bonds and 2001 Series A Bonds if market conditions permit a

sufficient and appropriate savings to the Commission;

WHEREAS, the General Counsel has reported to the Commission that a Request for

Proposals (“RFP”) for Outside Counsel Services was issued by the Legal Department during the

beginning of 2008, and the attached list of law firms provided written responses to the RFP that

outlined their qualifications to provide bond counsel services to the Commission;

WHEREAS, the General Counsel subsequently issued a letter on August 16, 2010

requesting that the same law firms provide the Commission with an updated statement of their

qualifications, including a fee proposal, to serve as bond counsel to the Commission with respect

to the potential refunding of the above-referenced bonds;

WHEREAS, the General Counsel and Director of Contract Administration reviewed the

updated statement of qualifications and fee proposals of those law firms that are interested in

serving as bond counsel to the Commission, and provided the attached written memorandum

whereby they recommended that the law firm of Squire, Sanders & Dempsey L.L.P. be retained

to serve as bond counsel to the Commission;

WHEREAS, the Commission has duly considered their recommendation.

NOW, THEREFORE, BE IT

RESOLVED, that the Executive Director and General Counsel are authorized to retain

Squire, Sanders & Dempsey L.L.P. to serve as bond counsel in the event the Commission

proceeds with the refunding of any outstanding revenue bonds;

FURTHER RESOLVED that the Executive Director and General Counsel are hereby

authorized and directed to notify Squire, Sanders & Dempsey L.L.P. of such appointment and to

enter into negotiations and execute a retention agreement with such firm.

(Resolution No. 38-2010 adopted September 20, 2010)