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PENNSYLVANIA TURNPIKE COMMISSION $68,660,000 TURNPIKE REVENUE BONDS, SERIES a of 2011 Dated: Date of Delivery Due: See Inside Cover

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PENNSYLVANIA TURNPIKE COMMISSION $68,660,000 TURNPIKE REVENUE BONDS, SERIES a of 2011 Dated: Date of Delivery Due: See Inside Cover NEW ISSUE – BOOK – ENTRY – ONLY Ratings: (See “Ratings” herein) In the opinion of Co-Bond Counsel, under existing law, interest on the 2011 Bonds is excludable from gross income for federal income tax purposes and is not treated as an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, such interest is included in adjusted current earnings for purposes of the federal alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes). Co-Bond Counsel is also of the opinion that, under existing law, the 2011 Bonds are exempt from personal property taxes in Pennsylvania, and the interest on the 2011 Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax. For a more complete discussion, see “TAX MATTERS” herein. PENNSYLVANIA TURNPIKE COMMISSION $68,660,000 TURNPIKE REVENUE BONDS, SERIES A OF 2011 Dated: Date of Delivery Due: See inside cover The Pennsylvania Turnpike Commission, Turnpike Revenue Bonds, Series A of 2011 (the “2011 Bonds”) are being issued pursuant to a Supplemental Trust Indenture No. 21 dated as of April 1, 2011 (the “Supplemental Indenture No. 21”) to the Amended and Restated Trust Indenture dated as of March 1, 2001, and as previously amended and supplemented (together with the Supplemental Indenture No. 21, the “Senior Indenture”), between the Pennsylvania Turnpike Commission (the “Commission”) and U. S. Bank, National Association, as trustee (the “Trustee”). The 2011 Bonds are being issued to provide funds to refund certain outstanding bonds of the Commission issued under the Indenture. The 2011 Bonds will be dated the date of initial issuance and delivery thereof and will mature on December 1 of the years shown on the inside cover page. The 2011 Bonds will bear interest at the rates shown on the inside cover page hereof, calculated on the basis of a year of 360 days consisting of twelve 30-day months. The 2011 Bonds are being issued as current interest bonds. Interest on the 2011 Bonds is payable on each June 1 and December 1, commencing on June 1, 2011. The 2011 Bonds are deliverable in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the 2011 Bonds. Beneficial ownership interests in the 2011 Bonds will be recorded in book-entry only form in denominations of $5,000 or any integral multiple thereof. Purchasers of the 2011 Bonds will not receive bonds representing their beneficial ownership in the 2011 Bonds, but will receive a credit balance on the books of their respective DTC Participants or DTC Indirect Participants. So long as Cede & Co. is the registered owner of the 2011 Bonds, principal of and interest on the 2011 Bonds will be paid to Cede & Co., as nominee of DTC, which will, in turn, remit such principal and interest to the Participants and Indirect Participants for subsequent disbursement to the Beneficial Owners, as described herein. The 2011 Bonds will be transferable or exchangeable to another nominee of The Depository Trust Company or as otherwise described herein. So long as Cede & Co. is the registered owner of the 2011 Bonds, payments of principal and interest on the 2011 Bonds will be made directly by the Trustee under the Senior Indenture, as described herein. See “DESCRIPTION OF THE 2011 BONDS – Book-Entry Only System.” The 2011 Bonds will be subject to redemption prior to maturity as described herein. THE 2011 BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION AND SHALL NOT BE DEEMED TO BE A DEBT OF THE COMMONWEALTH OF PENNSYLVANIA (THE “COMMONWEALTH”) OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH, BUT THE 2011 BONDS SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED HEREIN) WHICH CONSISTS PRIMARILY OF TOLLS FROM THE SYSTEM (AS DEFINED HEREIN). THE COMMONWEALTH IS NOT OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE 2011 BONDS. THE COMMISSION HAS NO TAXING POWER. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The 2011 Bonds are being offered when, as and if issued and accepted by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, to certain legal matters being passed upon by Reed Smith LLP, Philadelphia, Pennsylvania, and by Cohen and Grigsby, P.C., Pittsburgh, Pennsylvania, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by Duane Morris LLP, Philadelphia, Pennsylvania, and McNees Wallace & Nurick LLC, Harrisburg, Pennsylvania, Co-Counsel for the Underwriters. Certain legal matters will be passed upon for the Commission by its Chief Counsel, Doreen A. McCall, Esquire, and by Dilworth Paxson LLP, Philadelphia, Pennsylvania, Disclosure Counsel to the Commission. It is anticipated that delivery of the 2011 Bonds in book-entry form will be made through the facilities of DTC in New York, New York on or about April 28, 2011. RBC Capital Markets Boenning & Scattergood, Inc. Goldman, Sachs & Co. Loop Capital Markets BNY Mellon Capital Markets, LLC Quoin Capital LLC Stifel, Nicolaus & Company, Incorporated This Official Statement is dated March 22, 2011. $68,660,000 PENNSYLVANIA TURNPIKE COMMISSION, TURNPIKE REVENUE BONDS, SERIES A OF 2011 Due Date Principal Amount Interest Rate Yield Price CUSIP*No. December 1 2020 $15,925,000 5.00% 3.73% 110.158 709223D81 2021 16,725,000 5.00 3.90 109.466 709223D99 2022 17,565,000 5.00 4.07 108.522 709223E23 2023 8,445,000 4.00 4.24 97.673 709223E31 2023 10,000,000 5.00 4.24 107.352 709223E49 ___________________________ * Copyright 2011, American Bankers Association. CUSIP data herein is provided by Standard & Poor’s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are provided for convenience or reference only and no representation is made as to the accuracy of such CUSIP numbers. Neither the Commission nor the Underwriters take any responsibility for the accuracy of such CUSIP numbers. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2011 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity. Neither the Commission nor the Underwriters have agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in such CUSIP numbers. PENNSYLVANIA TURNPIKE COMMISSION COMMISSIONERS WILLIAM K. LIEBERMAN Chairman A. MICHAEL PRATT Vice Chairman J. WILLIAM LINCOLN Secretary/Treasurer PASQUALE T. DEON, SR. Commissioner BARRY J. SCHOCH Commissioner ROGER E. NUTT Chief Executive Officer CRAIG R. SHUEY Chief Operating Officer NIKOLAUS H. GRIESHABER Chief Financial Officer FRANK J. KEMPF, JR. Chief Engineer DOREEN A. MCCALL Chief Counsel U. S. BANK NATIONAL ASSOCIATION Trustee and Authenticating Agent PUBLIC FINANCIAL MANAGEMENT, INC. Financial Advisor [This Page Intentionally Left Blank] No dealer, broker, salesman or other person has been authorized by the Commission or the Underwriters to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any or either of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2011 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Commission and other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as representations by, the Underwriters. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in any of the information set forth herein since the date hereof. The 2011 Bonds are not and will not be registered under the Securities Act of 1933, or under any state securities laws, and the Senior Indenture has not been and will not be qualified under the Trust Indenture Act of 1939, as amended, because of available exemptions therefrom. Neither the Securities and Exchange Commission nor any federal, state, municipal, or other governmental agency will pass upon the accuracy, completeness, or adequacy of this Official Statement. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. No quotations from or summaries or explanations of provisions of law and documents herein purport to be complete and reference is made to such laws and documents for full and complete statements of their provisions. This Official Statement is not to be construed as a contract or agreement between the Commission and the purchasers or holders of any of the securities described herein.
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