OHIO TURNPIKE COMMISSION

Resolution Authorizing the Appointment of Underwriters

for the Potential Refunding of Previously Issued Revenue Bonds

WHEREAS, the Commission is authorized by Section 5537.08 of the Ohio Revised Code

to issue revenue bonds for the purpose of refunding previously issued revenue bonds;

WHEREAS, the Commission previously issued certain 1998 Series B Bonds and 2001

Series A Bonds that qualify for refunding by the Commission, pursuant to the Internal Revenue

Code of 1986, as amended;

WHEREAS, the Commission’s Financial Advisor, Fifth Third Securities, Inc. of

Columbus, Ohio previously issued a written recommendation to the Commission that it consider

refunding all or some portion of the 1998 Series B Revenue Bonds and/or the 2001 Series A

Revenue Bonds if market conditions permit a sufficient and appropriate savings to the

Commission;

WHEREAS, the Commission issued a Request for Qualifications to solicit proposals

from investment banking firms to serve as either senior managing or co-managing underwriter

on one or more potential transactions;

WHEREAS, the CFO/Comptroller, the Accounting Manager and the Commission’s

Financial Advisor have reviewed the Qualification Statements submitted by various investment

banking firms that expressed an interest in providing underwriting services, and submitted a

written recommendation to the Commission for the selection of underwriters;

WHEREAS, the Commission has duly considered said recommendation.

NOW, THEREFORE, BE IT

RESOLVED, that the Executive Director and CFO/Comptroller, in consultation with the

Commission’s Financial Advisor, are authorized to appoint the following firms to furnish

underwriting services to the Commission for the refunding of all or some portion of the 1998

Series B and/or 2001 Series A Revenue Bonds if market conditions permit a sufficient and

appropriate savings to the Commission;

FURTHER RESOLVED, that the Executive Director and CFO/Comptroller are

authorized to appoint the following firms to provide underwriting services to the Commission for

its refunding of any outstanding 1998 Series B and/or 2001 Series A Revenue Bonds:

Senior Manager

Morgan Stanley & Co., Inc.

Co-Senior Manager

J.P. Morgan Securities, Inc.

Co-Manager

NatCity Investments/PNC Capital Markets

Co-Manager

SBK-Brooks Investment Corp.

FURTHER RESOLVED, that the Commission’s Executive Director, CFO Comptroller

and General Counsel are authorized and directed to notify the aforesaid investment banking

firms and to negotiate a bond purchase agreement with said firms in accordance with the

Commission’s Request for Qualifications and the responses thereto, subject to further resolution

by the Commission, and to take any and all further action necessary to carry out the terms hereof.

(Resolution No. 9-2009 adopted March 11, 2009)