OHIO TURNPIKE COMMISSION

Resolution Appointing Bond Counsel

for Potential Refunding of Commission Revenue Bonds

WHEREAS, Peck, Shaffer & Williams, L.L.P. of Cincinnati, Ohio, served as bond

counsel in connection with the Ohio Turnpike Commission’s offering of State of Ohio Turnpike

Revenue Bonds, 1994 Series A, dated as of February 15, 1994; Ohio Turnpike Revenue Bonds,

1996 Series A, dated as of May 1, 1996; Ohio Turnpike Refunding Bonds, 1998 Series A dated

as of September 1, 1998, Ohio Turnpike Revenue Bonds, 1998 Series B dated as of September 1,

1998; Ohio Turnpike Revenue Bonds, 2001 Series A dated as of July 1, 2001 and Ohio Turnpike

Refunding Bonds, 2001 Series B dated as of August 15, 2001.

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

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 several law firms provided written responses to the RFP that outline their

qualifications to provide legal services to the Commission;

WHEREAS, the Executive Director, General Counsel and CFO/Comptroller have

reported that Peck, Shaffer & Williams has provided excellent legal service to the Commission

as bond counsel, and they have recommended that the Commission continue to utilize the firm as

bond counsel on the above potential bond issuances based upon their experience working with

and knowledge of the Commission’s prior bond issuances which will ensure the most efficient

representation of 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

Peck, Shaffer & Williams, 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 Peck, Shaffer & Williams, L.L.P. of such appointment and to

enter into negotiations and execute a retention agreement with such firm to serve as bond

counsel.

(Resolution No. 8-2009 adopted March 11, 2009)