Human Resources Company

Keith A. Layton

**** **** ********** ***** ( Anthem, Arizona 85086 ( Cell 623-***-****

Summary

Education includes a J.D. (Capital University Law School, located in

Columbus, Ohio, summa cum laude), an M.B.A., and a M.Ed. (Arizona

State University). Business experience includes marketing, economic

analysis, and regulatory work in the natural gas and electric power

generation industries. Legal experience includes a judicial

clerkship, in-house counsel for two state regulatory agencies, in-

house counsel for a local distribution company, and private practice.

Legal Experience

Southwest Gas Corporation

Senior Counsel, April 2008 to Present

( Areas of practice include: state regulatory counsel, federal

regulatory and compliance counsel, contract law, and corporate law.

( Rate cases before the Federal Energy Regulatory Commission

("FERC") include the 2010 and 2008 rate cases for El Paso Natural

Gas Company, the 2009 rate case for Paiute Pipeline Company, and

the 2008 Tuscarora Tariff filing. In the 2008 El Paso rate case,

participated as lead counsel for the capital structure/cash

management issues, including conducting all cross examination, and

drafting joint briefs with the ACC and Salt River Project.

Responsible for managing all FERC litigation for Southwest and

Paiute, including providing guidance and support to outside FERC

regulatory counsel, developing positions and testimony,

participating in settlement negotiations, and acting as the company

liaison before FERC.

( Rate cases before state regulatory commissions include

Southwest's 2009 rate case before the Public Utility Commission of

Nevada.

( Southwest and Paiute Compliance Manager for FERC and CFTC

compliance, including consulting with the Vice President, General

Counsel and Corporate Secretary for Southwest, outside compliance

counsel, Federal Regulatory Affairs, Paiute Pipeline Company, and

Gas Procurement. Helped develop Southwest's, Paiute's and

Southwest Gas Transmission Company's first compliance plan, with

ongoing responsibility for ensuring continuing compliance and

training.

( Project development includes participating as attorney team

member for developing interstate pipeline projects, and for

updating curtailment procedures and communication during outage

events.

( Represent Southwest Gas in dockets for DSM programs and generic

investigations in California and Arizona.

Arizona Corporation Commission

Staff Attorney, May 2005 to April 2008

( Areas of practice include the following areas of utility

law: water and wastewater, gas, electric, and telecommunications.

( Lead attorney and second chair for rate cases. Lead

attorney rate cases include Black Mountain Sewer Company, Far West

Water & Sewer, Gold Canyon Sewer Company, Arizona-American Water -

Anthem Water District and Agua Fria Wastewater District. Second

chair rate cases include Arizona-American Water - Paradise Valley

Water District, Mohave Water District, Sun City Water & Wastewater

District, and UNS gas (lead attorney for the procurement audit

consolidated with the rate case).

( Line siting cases include the Devers/Palo Verde 2 case and

the A.R.S. 40-252 proceeding for Devers/Palo Verde 1, and the

Vail Area 138kv Transmission Line for Tucson Electric Power

Company.

( Rate cases before FERC include the 2005 rate case for El

Paso Natural Gas Company, and the first formula rate case for

Arizona Public Service Company.

( Other cases include purchased gas adjusters ("PGA"),

applications for and extensions of certificates of convenience and

necessity ("CC&N"), pre-approval applications for new gas

infrastructure, financings, and civil cases.

( Participated as a moderator on a panel for the 2006 Annual

Conference for the National Association of Regulatory Attorneys.

The panel addressed issues for Natural Gas Pricing, Supply, Demand,

Storage and Uses. The panelists included FERC Commissioner Suedeen

Kelley, Mr. Robert Burns of the National Regulatory Research

Institute at The Ohio State University, and Commissioner Thomas J.

Schneider of the Montana Public Service Commission.

Layton Law, pllc

Attorney at Law, January 2004 to May 2005

( Provided legal services to Arizona charter schools. Areas of

practice included charter schools, public education, open meetings

and public records law, governing boards, special education,

administrative law, contracts, employment and human resources law,

and corporate law.

( Publications included:

1) "Is Your Governing Body Still Responsible for Operating

Decisions?" (A series published in the Arizona Charter School

Monthly from August 2004 to December 2004);

2) "Does the State Board for Charter Schools have Statutory or

Contractual Authority to Ask for Financial Assurances?"

(Published in the Arizona Charter School Monthly, October

2004); and

3) "2004 Legal Update on School Voucher Programs - Implications

for Charter Schools" (Published in the Holiday Edition 2004

of the National Charter School Clearinghouse News).

Ohio Environmental Protection Agency

Staff Attorney for the Division of Emergency & Remedial Response

(DERR), October 2001 to December 2003

( Provided in-house counsel for the Voluntary Action Program

(classic and MOA), including: rule review, No Further Action

letters, Covenants Not to Sue, land use restrictions (i.e.

covenants restricting use to industrial and/or commercial uses,

and/or prohibiting use of ground water), Technical Assistance

Program, and general counsel support for in-house clients and

requests from the public. General counsel support included legal

research, drafting confidential legal opinions, and conducting file

reviews for public records requests.

( Provided in-house counsel for the Remedial Response Program,

including: drafting and negotiating Director's Final Findings &

Orders, providing litigation support to Attorney General's Office,

and general counsel support for in-house clients and requests from

the public.

( Provided in-house counsel for the Site Assessment and Brownfield

Revitalization Program including: interpreting and applying

statutory provisions for the Clean Ohio Fund, determining which

regulatory program provides cleanup standards for individual

brownfields, support for policy development and drafting grant

agreements.

( Presented DERR legal issues at the Ohio State Bar Association's

18th Annual Ohio Environmental Law Seminar (April 24-26, 2003).

Outline of presentation is available upon request and is published

by the OSBA CLE Institute.

Franklin County Common Pleas Court

Staff Attorney for the Honorable Dale A. Crawford, December 1999-

October 2001

( Conducted legal research and drafted decisions on civil motions;

managed the civil motions docket.

( Performed special research projects for criminal and civil

cases.

Externship, Defense Logistics Agency-Office of Counsel, Spring Semester

1999

( PERFORMED LEGAL RESEARCH AND WRITING IN EMPLOYMENT LAW AND

CONTRACTS.

( Conducted a research project on the False Claims Act. Developed

legal arguments for victim agencies to keep treble damages rather

than remitting to the General Treasury.

Professional Memberships (current)

( Admitted to the Nevada Bar on April 29, 2009

( Admitted to the Arizona Bar on May 23, 2003

( Admitted to the Ohio Bar on November 8, 1999, currently on

inactive status

( Admitted to the Bar of the United States District Court,

District of Arizona on July 11, 2005

( Admitted to the Bar of the United States District Court for the

Southern District of Ohio on July 19, 2000

( Admitted to the Bar of the United States District Court for the

Northern District of Ohio on November 6, 2001

( Member of the Nevada State Bar Association since 2009

( Member of the Arizona State Bar Association since 2003

( Member of the Energy Bar Association since 2008, and

currently serving as the Southwest representative on the board of

directors for the Western Chapter.

Business Experience

Columbia Gas of Ohio, Inc.

ECONOMIC ANALYST, 1994-99

( Determined optimal levels of contract capacity for interstate

pipeline transportation and for gas supply purchases. Analyzed

various deregulation scenarios. Forecasted pipeline tariff rates

for capacity acquisitions and financial planning. Participated as

a member of the monthly price forecasting team.

( Performed competitor analysis of gas costs (i.e. filed PGAs).

( Wrote strategic gas supply plans.

El Paso Natural Gas Company

Specialist, California Affairs Department in San Francisco Office,

1993-94

( Represented El Paso interests at the California Public Utilities

Commission (CPUC), the California State Legislature, and the

California Energy Commission (CEC). Reviewed and edited testimony

submitted in regulatory proceedings before the CPUC. Represented

El Paso positions in regulatory proceedings to CPUC

Commissioners and staff.

( Attended hearings and reported progress of CPUC regulatory

proceedings to El Paso attorneys and employees. Wrote monthly

California regulatory newsletter for El Paso employees.

Coordinated the filing of documents submitted to the CPUC.

( Gave a speech on the evolution of the American gas industry to a

delegation of Russian gas industry executives and regulators at the

CPUC.

Lead Analyst, Market and Supply Analysis Department in El Paso, Texas,

1993

Attended hearings on the development of utility requests for bids for

new electric generation and on electric industry restructuring.

Monitored and reported the outcomes of proceedings at the CEC.

Senior Analyst, Market and Supply Analysis Department in El Paso,

Texas, 1992-93

Analyzed competitor gas supplies which were transported via interstate

pipelines to California. Led demand forecasting and conducted forecast

meetings with employees from various departments. Followed and

reported on the development of the SO2 trading program.

Analyst, Market Analysis Department in El Paso, Texas, 1990-92

Attended and reported on the results of regulatory proceedings before

the CPUC and Arizona Corporation Commission. Collected data and

created slides for executive presentations. Participated in the GM

Consortium to build Compressed Natural Gas (CNG) vehicles, public

ceremonies for an early entry model, and public ceremonies for the

opening of a CNG refueling station.

( Completed a six-month management-training program for MBA

graduates, spending time in and completing projects for all major

departments.

Education

Capital University Law School (Columbus, Ohio)

Juris Doctor, May 1999, G.P.A. 3.60, Summa Cum Laude, Order of the

Curia

( Class Rank: 8 out of 220 (includes day and evening students)

( Associate Editor of Capital University Law Review (1998-99);

Staff Member (1997-98)

( Dean's Academic Scholarship, Dean's List every semester, Blue

Book Awards in Legal Writing & Research, Criminal Law,

Constitutional Law, and Antitrust

Arizona State University (Tempe, Arizona)

Master of Business Administration, May 1990, G.P.A. 3.75

Master of Education, Educational Psychology, May 1990, G.P.A. 3.75

( Graduate Teaching Assistantship in Department of Management

(1989-90)

( Regents Graduate Academic Scholarship

( Doughtery Foundation Scholarship (requiring and funding research

in educational settings)

( Research assistant for a study assessing critical thinking in

high school students

The Ohio State University (Columbus, Ohio)

Bachelor of Science, December 1983, G.P.A. 3.32

Major: Psychology; Minor: Sociology

( Graduate Teaching Assistantship in Industrial Sociology (1985-

86)

( Research assistant (1982-1983), supervised fieldwork for a study

assessing the effect of peer tutoring on social integration (3rd

and 4th grade children)

( Clinical internship (1981-1983), participated in play therapy

for developmentally delayed children with emotional and behavioral

disorders at the Nisonger Center

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