Jill Misage Webb

Jill is a partner in the Securities & Corporate Governance practice group at Troutman Sanders. She currently specializes in the representation of energy holding companies, as well as electric utilities and natural gas companies. She primarily serves as issuer's counsel for PNM Resources, Inc., an investor-owned energy holding company with operations in Texas and New Mexico, and its various operating subsidiaries. She represents these clients in a variety of public and private capital markets offerings, financings of bank credit facilities and loan agreements, and merger and acquisition activities. She currently represents various companies in their consideration of opportunities for federal loan guarantees for renewable energy projects. She also focuses on all corporate governance matters and 1934 Act periodic reporting issues, including energy-related accounting issues, Sarbanes-Oxley compliance and national listing exchange compliance. Prior to her engagement with PNM Resources, Inc., she was issuer's counsel for SEMCO Energy, Inc. Jill is also involved in the firm's role as and designated underwriters' counsel for Dominion Resources, Inc., SCANA Corporation, and their various subsidiaries. Jill also works on the firm's representation of Edison Electric Institute, the association of the United States shareholder-owned electric companies, international affiliates and industry associates worldwide, on matters involving corporate governance and the rules and regulations of the Securities and Exchange Commission.

Representative Experience

Representation of operating company issuer in $265.5 million private placement of secured first mortgage bonds

Representation of operating company issuer in $50.0 million five-year term loan agreement and related hedging agreements, secured by first mortgage bonds

Representation of holding company in matters related to sale of natural gas operations for $650.0 million

Representation of holding company issuer in $100.0 million remarketing of senior unsecured notes and issuance of convertible preferred stock in settlement of stock purchase contracts

Representation of holding company issuer in $247.25 million remarketing of senior unsecured notes, additional issuance of $102.75 million senior unsecured notes in connection therewith and issuance of common stock in settlement of stock purchase contracts

Representation of operating company issuer in $350.0 million senior unsecured notes

Representation of holding company issuer in $154.0 million common stock offering

Representation of holding company issuer in $300 million equity distribution agreement for at-the-market offerings of common stock

Representation of holding company and operating companies in various unsecured term loans and revolving credit facilities and amendments related thereto

Representation of underwriters in offerings of more than $32.0 billion of public securities from 1998-2004, including senior notes, common stock, preferred stock, medium-term notes, convertible securities, trust preferred securities, equity income securities, remarketable debt securities and municipal securities

Representation of bank holding companies and national and state chartered banks in offerings of common stock and trust preferred securities

Presentations and Speaking Engagements

Speaker, Troutman Sanders LLP Annual Public Company Conference, Richmond, Virginia (November 2008)

Memberships

Women's Forum Committee, Troutman Sanders, LLP, 2007-Present

Recruiting Committee, Troutman Sanders LLP, 2000-2004, 2006-Present

Hiring Committee, Troutman Sanders LLP, 2001-2004

Board of Directors, Richmond SPCA

Active Member, St. James Episcopal Church

Work Experience

Partner, Troutman Sanders LLP, 2003-Present

Associate, Troutman Sanders LLP, 1999-2002

Assistant General Counsel, Capital One Financial Corporation, 1998-1999

Associate, McGuireWoods LLP, 1994-1998

Memberships

· Virginia Bar Association