Santaniello, Jennifer N.

Bill Harmon is a senior member of the Firm's energy delivery and power practice. He has 25 years experience in corporate and regulatory matters relating to electric, gas, and water utilities. In the area of mergers and acquisitions, he has coordinated corporate reorganizations of major public utility companies in several states and advised on corporate and regulatory aspects of numerous major merger transactions. In addition, he has advised utility companies in Nevada, Florida, South Carolina, Connecticut, Oklahoma, and Minnesota on corporate structure. This work has included corporate (articles of incorporation, merger agreements, and other documentation), strategic planning (analysis and implementation of antitakeover provisions and impact of regulation on strategic options), disclosure (proxy statements for shareholder meetings), securities (SEC registration of new securities offered), and regulatory (applications and other pleadings with state and federal public utility commissions).

Bill acts as outside regulatory counsel for Public Utility Holding Company Act matters for several companies. He has been active in all aspects of the energy field, participating in groups coordinated by the Edison Electric Institute advocating industry positions on rulemaking proposals of the Securities and Exchange Commission and the Federal Energy Regulatory Commission. Bill has commented for clients on proposed energy legislation in Congress as well as utility-related legislation and rulemaking at the state level. He is a member of The Chicago Bar Association.

Bill's experience includes:Holding Company Formations: Advised on corporate and regulatory aspects of formation of utility holding companies in the following states: Wisconsin (Wisconsin Power & Light Company/WPL Holdings, Inc.), Illinois (Central Illinois Public Service Company/CIPSCO Inc.), Kentucky (Kentucky Utilities Company/KU Energy Corp.), and Michigan (The Detroit Edison Company/DTE Energy Corp.).

Utility Mergers and Acquisitions: Represented CIPSCO in its merger with Union Electric Company, which formed the registered holding company Ameren Corporation; KU Energy in its merger with LG&E Energy; Nevada Power Company in its merger with Sierra Pacific Resources; CTG Resources in its merger with Energy East; Unicom in its merger with PECO Energy Company, which formed Exelon Corporation; FirstEnergy in its merger with GPU; and Ameren in its 2003 acquisition of CILCORP. He also provided regulatory advice on Ameren's acquisition of Illinois Power Company.

Outside PUHCA Regulatory Counsel: Acts as outside regulatory counsel on Public Utility Holding Company Act matters for Exelon Corporation, SCANA Corp., DPL Inc., CenterPoint Energy, Great Plains Natural Gas Company, and Ameren Corporation.

Corporate Finance: In the finance area, Bill has 25 years of experience managing more than 35 major securities offerings from 1993 through 2004 totaling over $3 billion, principally in underwritten public offerings. Of these, about one half were SEC-registered offerings. The others were tax-exempt, nonregistered public offerings or private placements. Many of the transactions involved complex refinancings and several included various types of derivative, auction, and variable rate securities. He acted as underwriters' counsel to Prudential Securities, PaineWebber, and Merrill Lynch in Rule 144A/registered exchange offer transaction for Nevada Power Company and was company counsel to Ameren Energy Generating Company in a similar $425 million offering in 2000 and $225 million transaction in 2002. Other utility-related financings include common stock, preferred stock, first mortgage bonds, and other debt instruments for Central Illinois Public Service Co., Kentucky Utilities Co., Aqua Illinois (formerly Consumers Illinois Water Company), and Illinois-American Water Company, among others. He has also done work for major health care institutions and systems including Bon Secours Health System in Maryland and Advocate Health Care in Illinois.

In addition, Bill acted as underwriters' counsel to Morgan Stanley Dean Witter, Salomon Smith Barney, and the First National Bank of Chicago in more than 13 transactions for Loyola University Chicago and its affiliate Loyola University Health System from 1984 through 1997. From 1997 to the present, he has represented Loyola University Chicago in finance-related matters, including an $184 million refinancing in 1997, a $125 million medium-term note program, a $30 million Illinois Educational Facilities Commercial Paper Pool Program, as well as a $107 million refunding and financing for new facilities in 2003 and a $60 million financing in 2004.

Corporate Governance and Compliance: In the area of securities law compliance, Bill has 25 years experience with disclosure and reporting requirements under federal securities laws. He has advised several major public companies, including many utilities, and their senior officers and directors on requirements for annual and other periodic reports, proxy statements, stock exchange requirements, analysis of litigation and environmental exposure, securities registration requirements, short-swing trading prohibitions, and officer and director reporting requirements. He also has experience in the areas of securities law requirements of employee benefit plans and dividend reinvestment plans.