SLC Report

Case: 1:21-cv-03611 Document #: 72-2 Filed: 06/16/23 Page 1 of 649 PageID #:494
EXHIBIT B
DocuSign Envelope ID: 52FA082C-4FF9-4F4E-9C08-00E085E5F536
REPORT OF THE
SPECIAL LITIGATION COMMITTEE
OF THE BOARD OF DIRECTORS
OF EXELON CORPORATION
June 13, 2023

TABLE OF CONTENTS
Page
I. Introduction ........................................................................................................................ 1
II. Background ...................................................................................................................... 10
A. Corporate Structure and Background................................................................... 10
B. Department of Justice Investigation and Grand Jury Subpoenas......................... 13
C. Deferred Prosecution Agreement ......................................................................... 14
1. Factual Admissions in the DPA ............................................................... 15
2. Remediation, Corporate Compliance Program, and Reporting ............... 16
D. Other Related Investigatory Proceedings............................................................. 17
E. Shareholder Demand Letters................................................................................ 18
F. Shareholder Class Action and Derivative Litigation ........................................... 20
G. Remediation ......................................................................................................... 22
III. Formation of the Special Litigation Committee .............................................................. 24
IV. Legal Standards Governing SLC’s Authority .................................................................. 25
A. The SLC Has the Exclusive Power and Authority to Investigate the
Alleged Wrongdoing and to Recommend Dismissal and/or Settlement ............. 25
B. A Court Will Enforce the SLC’s Recommendation to Dismiss or Settle an
Action, Unless Opposing Shareholders Satisfy Their Difficult Burden of
Proof..................................................................................................................... 26
V. Special Litigation Committee Members are Qualified, Independent, Disinterested,
and Capable of Exercising Objective Judgment .............................................................. 27
A. The Special Litigation Committee Members are Highly Qualified ..................... 28
1. Qualifications and Experience of Janet Langford Carrig ........................ 28
2. Qualifications and Experience of Virginia Fogg ..................................... 30
3. Qualifications and Experience of Michele Coleman Mayes.................... 30
B. The Special Litigation Committee Members Are Disinterested and
Independent .......................................................................................................... 32
1. The Applicable Legal Framework for Analyzing Interestedness
and Independence..................................................................................... 32
a. No SLC Member Was Involved in the Underlying Conduct ....... 35
b. No SLC Member Has a Relationship With Any Parties
Involved in the Underlying Conduct............................................ 36
i
c. No SLC Member (or Her Family Member) Has a Financial

Interest in the Outcome of the Investigation ................................ 40
d. No SLC Member is Subject to a Controlling Influence by
Anyone Involved, or With a Financial Interest in, the
Underlying Conduct ..................................................................... 41
VI. Hiring and Independence of Counsel to the Special Litigation Committee .................... 42
VII. The Special Litigation Committee’s Investigation .......................................................... 43
A. Documents Collected and Reviewed by the Special Litigation Committee ........ 44
B. Interviews Conducted by the Special Litigation Committee ............................... 46
C. Analyses and Presentations by Counsel for the Special Litigation
Committee ............................................................................................................ 47
D. Mediation ............................................................................................................. 47
VIII. The Special Litigation Committee’s Analysis ................................................................. 50
A. Legal Standards for Potential Claims .................................................................. 50
1. Breach of Fiduciary Duty......................................................................... 50
2. Aiding and Abetting a Breach of Fiduciary Duty .................................... 54
3. Inducing a Breach of Fiduciary Duty....................................................... 55
4. Unjust Enrichment ................................................................................... 55
5. Waste of Corporate Assets ....................................................................... 56
6. Negligence ............................................................................................... 57
7. Federal Securities Laws ........................................................................... 57
8. Blue Sky Laws ......................................................................................... 58
9. Clawback Actions .................................................................................... 59
B. Overview of Admissions in DPA and Issues Investigated .................................. 61
1. ComEd’s Admissions Made in Connection with the DPA ...................... 61
a. Payments to Madigan Associates Under the JDDA Contract ...... 61
b. Retention of the Reyes Kurson Law Firm ................................... 64
c. Election of Ochoa to the ComEd Board ...................................... 65
d. Guaranteed Internships for Madigan’s Ward ............................... 66
2. Other Related Conduct ............................................................................. 67
a. Other Rewards Given to Madigan ............................................... 67
b. Other Political Hiring ................................................................... 67
c. ComEd Relationship with Illinois Senator Martin Sandoval ....... 67
d. Allegations of Payments to Kevin Quinn .................................... 69
ii
e. Political Campaign Contributions ................................................ 69

3. Board Oversight Issues ............................................................................ 70
4. Compliance Culture Issues ...................................................................... 72
C. The SLC’s Assessment of Potential Claims ........................................................ 73
1. Mandatory Indemnification and Advancement ....................................... 73
2. Insurance Issues ....................................................................................... 76
3. Business Judgment Rule and Exculpation Clause ................................... 77
4. Other Factors ............................................................................................ 79
IX. Statutory Recommendations by the Special Litigation Committee ................................. 80
A. The SLC’s Determination .................................................................................... 80
B. Settlement and Dismissal Is in the Best Interest of the Company ....................... 82
1. Reforms to Exelon’s Compliance Policies .............................................. 84
2. Other Compliance-Related Reforms ........................................................ 86
3. Disclosure Reforms .................................................................................. 87
4. Outside Audit Requirements .................................................................... 88
5. Management Reforms .............................................................................. 88
6. Board Composition Reforms ................................................................... 90
7. Company Retains Ability to Pursue Claims Against Individuals ............ 91
8. Damages and Attorneys’ Fees ................................................................. 92
C. Similar Settlements Support This Outcome......................................................... 93
iii
I. INTRODUCTION
This report (“Report”) was prepared by the Special Litigation Committee (or “SLC”)
empaneled by the Board of Directors (“Board”) of Exelon Corporation (“Exelon” or “Company”)
in March 2021. As set forth in greater detail below, the SLC was formed to investigate allegations
asserted in shareholder demand letters, which formed the basis of multiple derivative actions, and
to make recommendations to the Board, including, but not limited to, whether it is in the best
interest of the Company to pursue, dismiss, or settle the alleged claims. This Report details the
SLC’s independence and disinterestedness; scope of investigation, as supported by its independent
counsel, Dechert LLP (“Dechert”); the SLC’s recommendations; and factors the SLC considered
in making its recommendations. For the reasons set forth herein, the SLC has determined that it
is in the best interest of the Company to settle and, as a result, dismiss the alleged claims pursuant
to the proposed settlement terms set forth in the Stipulation of Settlement (the “Settlement Terms”)
and described herein.
Government Investigation, DPA, and Subsequent Demand Letters. The SLC’s
investigation was precipitated by an investigation of the U.S. Attorney’s Office for the Northern
District of Illinois (“Government” or “USAO”), and the ensuing 2020 Deferred Prosecution
Agreement (“DPA”), pursuant to which Commonwealth Edison Company (“ComEd”), a majority
owned and controlled subsidiary of Exelon, admitted to certain facts and agreed to pay a $200
million monetary penalty for engaging in the bribery of an elected official. Ex. 1, United States v.
Commonwealth Edison, No. 1:20-cr-00368, at Dkt. #3 (N.D. Ill. July 17, 2020) (hereinafter
1
“DPA”). 1 ComEd’s admissions regarding the charged conduct are contained in a Statement of
Facts attached to the DPA. Id., Attachment A, Statement of Facts.
Subsequent to the DPA, multiple shareholders submitted demand letters demanding the
Board investigate and pursue claims against certain of Exelon’s current and former officers and
directors arising from the admitted facts in the DPA and other related issues (the “Demand
Letters”). 2 One shareholder who sent the Board a demand letter, James Clem, also prematurely
filed a shareholder derivative lawsuit on July 8, 2021, despite the plain terms of the governing
statute, 15 Pa. C.S. § 1781(a)(1)(ii), requiring him to wait to file suit until the SLC made a
determination under 15 Pa. C.S. § 1783. Clem v. Crane, No. 1:21-cv-3611, at Dkt. #1 (N.D. Ill.
July 8, 2021) (the “Clem Action”). The Clem Action was filed against former Exelon CEO
Christopher Crane, former ComEd CEO Joseph Dominguez, former Exelon Utilities CEO Anne
Pramaggiore, and former Exelon Senior Executive Vice President and Chief Strategy Officer
William Von Hoene, Jr., 3 alleging breaches of fiduciary duty, unjust enrichment, and violation of
the federal securities laws. Id. ¶ 1. The Clem Action also named Exelon as a nominal defendant.
Id. On April 26, 2023 and May 1, 2023, two other shareholders who had previously submitted
demand letters, Donna Nicosia and City of Coral Springs Police Officers’ Pension Plan, each filed
shareholder derivative litigations with similar allegations against various current and former
executives, members of Exelon’s Board of Directors, and other third parties. Nicosia v. Young,
1
Citations to publicly available documents are for information only and are not attached as exhibits
except where noted. The SLC will provide copies of all documents cited in the Report at the
Court’s request.
2
Multiple shareholders also submitted demands for books and records pursuant to 15 Pa. C.S.
§ 1508 (the “Books and Records Demands”).
3
The roles of individuals identified in this Report are described as of the date of the Report, as
opposed to the date of their interview or their actions relevant to this investigation.
2
No. 1:23-cv-02605, at Dkt. #1 (N.D. Ill. Apr. 26, 2023) (the “Nicosia Action”); City of Coral
Springs v. Young, No. 1:23-cv-02712, at Dkt. #1 (N.D. Ill. May 1, 2023) (the “Coral Springs
Action”). On May 22, 2023, the court in the Clem Action granted Plaintiff Nicosia and Plaintiff
Coral Springs’ request for reassignment (Dkt. #45) and referred the Nicosia Action and the Coral
Springs Action “to the Executive Committee for reassignment under L.R. 40.4. so the three cases
[the Clem Action, the Nicosia Action, and the Coral Springs Action] may be consolidated [t]here.”
Clem v. Crane, No. 1:21-cv-3611, at Dkt. #50 (N. D. Ill. May 22, 2023).
On May 25, 2023, shareholders William Grunze, represented by Kahn Swick & Foti LLC,
Benjamin Jason Wax, represented by Shuman Glenn & Stecker and Pomerantz LLP, and Michael
Dybas, represented by The Weiser Law Firm, P.C. (the “Settling Shareholders”) also filed a
shareholder derivative action, captioned Dybas v. Crane, No. 23-cv-03318, (N.D. Ill. May 25,
2023), seeking to pursue similar claims derivatively on behalf of Exelon, alleging certain current
or former directors and officers of Exelon or other third parties breached their fiduciary duties,
were unjustly enriched, and/or violated federal securities laws (the “Settling Shareholders’
Action,” and together with the “Clem Action,” the “Nicosia Action,” the “Coral Springs Action,”
and any future actions based on the same allegations, the “Derivative Actions”). The Settling
Shareholders also filed a motion for reassignment as related to the Clem Action. Clem v. Crane,
No. 1:21-cv-3611, at Dkt. #55 (N. D. Ill. May 30, 2023). On May 31, 2023, the SLC filed a motion
to consolidate the Derivative Actions under the new caption, “In re Exelon Corporation Derivative
Litigation.” Clem v. Crane, No. 1:21-cv-3611, at Dkt. #61 (N. D. Ill. May 31, 2023). On June 6,
2023, the court granted the Settling Shareholders’ request for reassignment and the SLC’s
consolidation motion and consolidated the Derivative Actions under the requested caption. In re
3
Exelon Corp. Deriv. Litig., No. 1:21-cv-3611, at Dkt. #64 (N. D. Ill. June 6, 2023) (hereinafter the
“Consolidated Action”).
The Company, Crane, Dominguez, Pramaggiore, and Von Hoene, were also named as
defendants in a shareholder class action suit, filed on December 16, 2019 in the United States
District Court for the Northern District of Illinois. Flynn v. Exelon, No. 1:19-cv-8209, at Dkt. #65
(Second Amended Complaint) (N.D. Ill. Sept. 16, 2020) (the “Flynn Action”). 4,5
Exelon Board Empaneled an Independent and Disinterested SLC. In response to
certain shareholders’ requests for an investigation as set forth in the Demand Letters, in March
2021, the Board unanimously approved the formation of the SLC to investigate the allegations
against ComEd and Exelon officers and directors and address any breaches of fiduciary duties or
other violations related to the conduct described in the DPA and/or Demand Letters. Ex. 2, Exelon,
Board of Directors, Consent: Formation of SLC (Mar. 5, 2021) (hereinafter “Consent: Formation
of SLC”). Under the Consent, the Board “delegate[d] to the Committee the exclusive power and
authority of the Board to, among other things, investigate the Alleged Violations, and to make
recommendations to the full Board of Directors, based upon the outcome of their investigation,
including but not limited to whether the prosecution of derivative claims is in the best interests of
the Company.” Id.
In forming the SLC, the Board recognized, and so stated in the Consent, that the SLC must
“consist[] solely of disinterested and independent parties.” Id. The Board also recognized that the
4
The initial complaint named as defendants: the Company, Crane, Joseph Nigro, Dominguez, and
Jeanne Jones. Id. at Dkt. #1 (Dec. 16, 2019).
5
All material litigation against Exelon or its officers or directors related to the DPA, including but
not limited to the Flynn Action, is disclosed in Exelon’s February 14, 2023 Form 10-K, to the
extent such litigation or threatened litigation was pending as of the date of filing. See Exelon,
Annual Report (Form 10-K), 253-55 (Feb. 14, 2023).
4
SLC’s investigation is “governed by Section 1783 of the Pennsylvania Consolidated Statutes.” Ex.
3, Exelon, Board of Directors, Resolution: Authorization of SLC (Mar. 29, 2022) (hereinafter
“Resolution: Authorization of SLC”). Section 1783(c) provides that membership of a special
litigation committee should consist of individuals who: “(1) are not interested in the claims
asserted in the demand or action; (2) are capable as a group of objective judgment in the
circumstances; and (3) may, but need not, be shareholders or directors.” 15 Pa. C.S. § 1783(c).
Pursuant to this authority, the Board appointed Janet Langford Carrig, Virginia Fogg, and
Michele Coleman Mayes as members of the SLC. Ex. 2, Consent: Formation of SLC. As uniquely
provided for under § 1783, Carrig, Fogg, and Mayes are neither shareholders nor directors of the
Company. Each is independent and disinterested. Carrig, Fogg, and Mayes (i) have never served
as an employee or director of Exelon or any of its affiliates, (ii) were not involved in any of the
alleged misconduct, (iii) do not have any relationships with a party involved in the conduct at issue
that would affect her judgment, (iv) have no pecuniary or other material interest in the outcome of
the investigation, and (v) are not controlled by or beholden to Exelon, its directors or officers, or
any other person or entity.
In addition, Carrig, Fogg, and Mayes are immensely qualified to serve on the SLC. Not
only has each of the SLC members served as general counsel for various corporations, they have
also served on multiple company boards, conducted other investigations, and have substantial
corporate governance expertise. The SLC members’ immense experience renders each member—
and the SLC as a whole—fully qualified to conduct the investigation requested in the Demand
Letters, to oversee and instruct its independent counsel, to exercise reasonable and independent
judgment, and to make thoughtful and well-advised recommendations about what actions or course
of conduct is in Exelon’s best interest.
5
The SLC’s investigation spanned nearly two years and involved extensive document
review, interviews, and analysis. Throughout the investigation, the SLC formally met with its
counsel on a weekly basis, its counsel reviewed more than 450,000 documents comprising well
over a million pages, and its counsel, with the SLC present, conducted substantive interviews of
more than twenty persons. Moreover, the SLC reviewed primary documents, provided input and
substantive direction regarding counsel’s investigatory efforts, and was kept informed of and
substantively discussed the details regarding certain factual and legal issues uncovered during the
investigative process.
Settlement and Dismissal Is in the Company’s Best Interest. As a result of its
investigation, the SLC has determined that it is in the best interest of the Company to settle and
dismiss all claims that were or could have been included in the Demand Letters or the Consolidated
Action pursuant to the Settlement Terms set forth in the Stipulation of Settlement and described
below. The Settlement Terms are the outcome of numerous mediation sessions over the course of
the past year before the Honorable Layn Phillips, including (i) months of arms-length negotiations
between the SLC and the Independent Review Committee (“IRC”), comprised of Exelon
independent Directors W. Paul Bowers and Marjorie Rodgers Cheshire, and represented by
Wachtell, Lipton, Rosen & Katz; as well as (ii) subsequent negotiations between the SLC, IRC,
counsel for Nominal Defendant Exelon and the individual defendants, Exelon’s insurance carriers,
and the shareholders who submitted the Demand Letters (the “Demand Shareholders”).
As a result of the mediation process, on April 24, 2023, with the consent of Exelon’s
insurance carriers (whose layers would be implicated by the proposed settlement), the following
parties agreed to resolve the claims that have or could have been asserted in the Demand Letters
or Derivative Actions on the Settlement Terms set forth in the Stipulation of Settlement and
6
described herein: the SLC; IRC; Nominal Defendant Exelon; Individual Defendants Christopher
Crane, Joseph Dominguez, William Von Hoene, Jr., Anthony K. Anderson, Ann C. Berzin, Laurie
Brlas, Yves De Balmann, Nicholas DeBenedictis, Linda Jojo, Paul Joskow, Robert J. Lawless,
Richard W. Mies, Mayo A. Shattuck III, Stephen D. Steinour, and John F. Young; and the Settling
Shareholders (together, the “Settling Parties”). The agreement was memorialized in a term sheet
dated May 1, 2023 and fully detailed in the Stipulation of Settlement, which will be filed with the
Court in support of the SLC’s Motion for Preliminary Approval of the Settlement.
As described in detail below, the Settlement Terms substantially revise the Company’s
compliance policies, provide for auditing of the Company’s compliance program and enhanced
related oversight, enhance disclosure of the Board’s oversight of legislative activity, align
executive compensation with the Company’s compliance culture and performance, include a
$4,200,000 reduction in the compensation payable to former Exelon CEO Crane, and constitute a
near-complete overhaul of the composition of the Exelon Board. The composition of the ComEd
Board has already changed substantially due to corporate restructuring at Exelon. The Terms also
include a substantial payment of damages—$40 million—paid by the Company’s insurers on
behalf of their insureds. 6 In reaching the Settlement Terms, the SLC took into account facts
publicly known and/or uncovered in the investigation, admissions by ComEd in the DPA, other
harm incurred by the Company as a result of the underlying misconduct identified in the DPA, the
Demand Letters and other correspondence with the Demand Shareholders, the claims asserted in
the Derivative Actions, other potential causes of action and their likelihood of success, the
application of the business judgment rule, indemnification and advancement requirements
6
The Settling Parties agree that the Settling Shareholders’ attorneys’ fees and expenses sought by
the Settling Shareholders’ counsel shall be paid out of this $40 million.
7
pursuant to Exelon’s Bylaws and the Pennsylvania Business Corporation Law (“PBCL”), other
provisions in Exelon’s Bylaws, and the availability of Side A insurance coverage, among other
things.
The SLC understands that certain shareholders who participated in the mediation—namely
James Clem, represented by Robbins LLP; Gary Metts, Donna M. Nicosia, and City of Coral
Springs Police Officers’ Pension Plan, represented by Scott & Scott Attorneys at Law LLP; Marvin
Peller, represented by Bragar Eagel & Squire, P.C.; and Pinchus E. Raul, represented by Lifshitz
Law Firm P.C. (the “Opposing Shareholders”)—do not agree to settle the claims pursuant to the
Settlement Terms. To the extent that Opposing Shareholders are focused on higher damages and,
presumably, higher attorneys’ fees, the SLC believes the significant monetary damages and
attorneys’ fees in the Settlement Terms are in line with comparable settlements, particularly given
the substantial corporate governance changes the Company has agreed to make (many of which
have already been implemented during the course of the mediation), as well as the comprehensive
changes to officer and directors’ positions. Sanders v. Wang, No. CIV.A. 16640, 2001 WL
1131353, at *1 n.1, *7 (Del. Ch. Sept. 18, 2001) (chiding law firm’s “obstinate, non-meritorious
opposition to the global settlement” and its tactic of attempting to delay settlement to increase
attorneys’ fees); see also Connolly v. Laidlaw Indus., Inc., 77 F. Supp. 2d 903, 904 (N.D. Ill. 1999),
aff’d sub nom. Connolly v. Laidlaw, Inc., 233 F.3d 451 (7th Cir. 2000) (reducing plaintiff’s
counsel’s attorneys’ fees by one third, given “counsel’s repeated statements that ‘this case is all
about fees’ as well as his behavior, including the delay of settlement, supporting that sentiment”).
SLC’s Determination Is Afforded Great Deference. Section 1783(e) of the PBCL
specifically provides that “[a]fter appropriate investigation,” the SLC “may determine . . . that it
is in the best interests of the business corporation that: . . . (3) some or all of the claims asserted
8
in the demand be settled on terms determined or recommended by the committee; . . . (6) some or
all the claims asserted in an action already commenced be settled on terms determined or
recommended by the committee; or (7) an action already commenced be dismissed.” 15 Pa. C.S.
§ 1783(e).
Under § 1783(f), which governs a court’s review of the SLC’s determination, the SLC is
afforded great deference particularly where, as here, the SLC is wholly independent and has
conducted a thorough and robust investigation in good faith. See id. § 1783(f). Specifically,
§ 1783(f)(3) provides that a court “shall enforce the determination of the committee” if it
determines that the SLC “met the qualifications” of independence and disinterestedness and
“conducted its investigation and made its determination or recommendation in good faith,
independently and with reasonable care.” Id. § 1783(f)(3) (emphasis added). In making this
inquiry, a court may not analyze the merits of the underlying claim. Id. (2022 Committee
Comment) (“The standard provided in section 1783(f) for judicial review of the determination of
a special litigation committee follows Auerbach v. Bennett, 393 N.E.2d 994 (N.Y. 1979), rather
than Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981)”). 7 Under Auerbach, a court may not
substitute the SLC’s reasonable business judgment regarding the Company’s best interest with the
court’s business judgment. Lee ex rel. PPG Indus. Inc. v. McGarry, No. 2:20-CV-253, 2020 WL
7075633, at *7 (W.D. Pa. Dec. 3, 2020) (quoting Auerbach, 393 N.E.2d at 1002 (“The SLC’s
‘substantive evaluation of the problems posed and its judgment in their resolution is beyond [the
court’s] reach’”). As the court explained in Auerbach, “[w]hile the court may properly inquire as
to the adequacy and appropriateness of the committee’s investigative procedures and
7
The approach in Auerbach contrasts with the approach taken by Delaware courts, which conduct
their own independent review of whether the special committee’s recommendation is in the best
interests of the corporation. See Zapata v. Maldonado, 430 A.2d 779 (Del. 1981).
9
methodologies, it may not under the guise of consideration of such factors trespass in the domain
of business judgment.” 393 N.E.2d at 1002.
To the extent the Opposing Shareholders choose to challenge the SLC’s determination,
they would bear the burden to show either that the SLC members lacked independence or were
interested, or that the SLC’s investigation was unreasonable and pursued in bad faith. 15 Pa. C.S.
§ 1783(f)(3) (“The plaintiff has the burden of proving that the committee did not meet those
qualifications or act in the required manner.”). This is a high hurdle that the Opposing
Shareholders cannot satisfy here—the SLC members are verifiably independent outsiders who
have had no prior meaningful interaction with the Company or any potential Defendant, and the
SLC’s investigation was extensive, thorough, and conducted in good faith.
Accordingly, for the foregoing reasons and based on its qualified and independent
judgment, the SLC has determined that it is in the best interest of the Company to resolve and
dismiss the claims that have been or could have been asserted in the Consolidated Action and
Demand Letters pursuant to the Settlement Terms and as set forth herein.
II. BACKGROUND
A. Corporate Structure and Background
Exelon is a utility services holding company registered in Pennsylvania, engaged in the
distribution and transmission of energy through ComEd and other subsidiaries. See Exelon,
Quarterly Report (Form 10-Q), 49 (May 9, 2022). Exelon’s transmission businesses operate in
various states and territories, including northern Illinois. Id. ComEd is an indirect, majority-
owned, and controlled subsidiary of Exelon. See ComEd, Definitive Information Statement
(Schedule 14C) (Apr. 3, 2020). ComEd is responsible for transmitting electricity to more than
10
four million customers in northern Illinois, which account for nearly 70% of the state’s population.
Id. 8
At the time the SLC was formed in March 2021, Exelon also engaged in the generation,
delivery, and marketing of energy through subsidiary Exelon Generation Company, LLC
(“Generation” or “ExGen”). See Exelon, Annual Report (Form 10-K) (Feb. 25, 2022). But on
February 2, 2022, Exelon completed the separation of that subsidiary into another publicly-traded
company, Constellation Energy Corporation (“Constellation”). 9 Following the spinoff, Crane
remained the President and CEO of Exelon. Id. Dominguez became the President and CEO of
Constellation and Gil C. Quiniones became the CEO of ComEd. 10 Four Exelon Board members
also transitioned to the Constellation Board: Robert J. Lawless, Laurie Brlas, Yves C. de Balmann,
and Admiral John M. Richardson, with Lawless serving as the Chair. 11
Because Exelon and ComEd operate in a highly regulated industry, they are necessarily
impacted by the passage of legislation in the states in which they operate, including legislation
passed by the Illinois General Assembly establishing the utilities’ “terms and conditions of service,
including their respective rates.” Exelon, Annual Report (Form 10-K), 34 (Feb. 25, 2022). Exelon
and ComEd therefore must interface with government officials to ensure that the legal framework
for establishing the rates they can charge consumers results in a fair outcome.
8
See also ComEd, About Us (July 9, 2022),
https://www.comed.com/AboutUs/Pages/CompanyInformation.aspx.
9
See Exelon, Exelon Completes Separation of Constellation (Feb. 2, 2022),
https://www.exeloncorp.com/newsroom/exelon-completes-separation-of-constellation.
10
See Constellation, Our Leaders (July 9, 2022), https://www.constellationenergy.com/our-
company/leadership/executive-profiles.html; ComEd, Leadership & Values (July 9, 2022),
https://www.comed.com/AboutUs/Pages/LeadershipValues.aspx.
11
See Exelon, New Constellation Board of Directors Named (Jan. 7, 2022),
https://www.exeloncorp.com/newsroom/new-constellation-board-of-directors-named.
11
ComEd has, as a regular part of its business, steadily lobbied legislators on issues big and
small. From approximately 2008 to 2010, ComEd opposed two separate legislative proposals
related to clean coal and supported legislation designed to assist low-income families pay their
utility bills. 12 In 2010 and 2011, ComEd advocated for the passage of the Energy Infrastructure
and Modernization Act (“EIMA”), which proposed to change the rate-making process by charging
“performance-based formula rates” to consumers while also investing in economic and
infrastructure development. 220 Ill. Comp. Stat. 5/16-108.5 (2022). After the bill was vetoed by
the Governor, the veto was overridden by a super-majority vote in October 2011. 13 A “clean up”
bill, SB 9, was passed in 2013.
Between 2014 and 2016, ComEd advocated for legislation culminating in the Future
Energy Jobs Act (“FEJA”), which permitted ComEd to procure “zero emission credits” when it
purchased energy from nuclear facilities like Generation’s. 20 Ill. Comp. Stat. 3855/1-10 (2021);
220 Ill. Comp. Stat. 5/16-111.5; S.B. 2814, 99th Gen. Assemb. (Ill. 2016). In 2017, ComEd
opposed numerous bills because they were considered “adverse” to FEJA or otherwise impacted
ComEd negatively. In 2018, ComEd (i) lobbied against a bill, HB 5626, championed by former
Illinois Attorney General Lisa Madigan, that, among other things, would have added ways for
customers to become eligible for repayment plans and required additional disclosures on utility
bills; (ii) lobbied against HB 4236, a bill that would have amended the Illinois Power Agency Act;
and (iii) began to strategize on a legislative initiative that would extend the regulatory model for
12
See Chris Rizo, Illinois AG’s office blasts ComEd for blocking clean-coal legislation, LEGAL
NEWSLINE (Sept. 13, 2017), https://legalnewsline.com/stories/510519127-illinois-ag-s-office-
blasts-comed-for-blocking-clean-coal-legislation.
13
See Illinois enacts Energy Infrastructure Modernization Act, UTILITY PRODUCTS (Oct. 27,
2011), https://www.utilityproducts.com/home/article/16010188/illinois-enacts-energy-
infrastructure-modernization-act.
12
formula rates, which was set to expire in 2022. With respect to the latter, in April 2019, Crane
met with former Illinois Speaker of the House Michael Madigan to discuss the resulting Formula
Rate Extension legislation and other legislation. U.S. v. McClain et. al., No. 1:20-cr-00812 (N.D.
Ill.), Trial Tr. Vol. 10-B, 2333:12-2336:21 (Mar. 29, 2023), Trial Tr. Vol. 12-A, 2743:2-11 (Apr.
3, 2023).
B. Department of Justice Investigation and Grand Jury Subpoenas
During the investigation that led to the DPA, the Government issued two grand jury
subpoenas to Exelon.
The first grand jury subpoena was issued on May 15, 2019 (“May 2019 Subpoena”). The
May 2019 Subpoena sought documents concerning ComEd’s lobbying activities in Illinois,
political contributions made to candidates or public officials in Illinois, Juan Ochoa’s
appointment 14 to the ComEd Board of Directors, and ComEd’s accounting and compliance
policies relating to lobbying and the payment of third-party invoices. The May 2019 Subpoena
sought any related contracts or agreements with, or records of payments to, lobbyists or
consultants, including: (i) Jay D. Doherty and his company, Jay. D. Doherty & Associates, Inc.
(“JDDA”); (ii) Shaw Decremer and his company, Shaw Decremer Consulting, LLC; (iii) John E.
Bradley and his firm, The John E. Bradley Law Firm; (iv) Victor Reyes and his company, The
Roosevelt Group; and (v) Michael McClain. In addition, the May 2019 Subpoena sought
communications and related documents of Dominguez, Pramaggiore, Marquez, former ComEd
14
The DPA uses the term “appointed” to describe the process in which Ochoa joined the ComEd
Board following a vote by that Board. Except where describing or quoting from the DPA or other
documents, this Report uses the term “elected” based on the ComEd Bylaws. Both terms should
be interpreted as referring to the same outcome.
13
CEO Frank Clark, and Hooker relating to the aforementioned lobbyists, Madigan, and Madigan’s
associates that ComEd hired as subcontractors. 15
Following the receipt of the May 2019 Subpoena, Exelon management hired the law firm
of Jenner & Block LLP (“Jenner”) to conduct an investigation into the matters contained in the
Subpoena and represent Exelon in the Government’s investigation. On June 21, 2019, the Exelon
Board discussed the May 2019 Subpoena and formed an independent Special Oversight
Committee (“SOC”) to oversee Exelon’s cooperation and compliance with the Subpoena and
investigate any matters within the scope of its responsibilities. Exelon, Definitive Proxy Statement
(Schedule 14A), 28 (Mar. 18, 2020). The law firm of McDermott Will & Emery was retained to
assist the SOC with its duties.
A second grand jury subpoena was issued on October 4, 2019 (“October 2019 Subpoena”).
The October 2019 Subpoena sought documents relating to communications with, donations to, and
hiring at the request of, the late Illinois Senator Martin Sandoval, including the hiring of
Sandoval’s daughter, Angeles (“Angie”) Sandoval.
In connection with the two grand jury subpoenas, Jenner interviewed approximately 50
individuals and produced more than 300,000 documents to the Government.
C. Deferred Prosecution Agreement
On July 17, 2020, the Government and ComEd, “pursuant to authority granted by the Board
of Directors of Exelon Corporation,” entered into the DPA. Ex. 1, DPA at 1. The DPA relates to
a criminal information filed the same day in the U.S. District Court for the Northern District of
Illinois charging ComEd with one count of bribery under 18 U.S.C. § 666(a)(2). United States v.
15
The subcontractors in the May 2019 Subpoena included Michael Zalewski or Z Consulting,
Edward Moody, Raymond Nice, Ray Nice Business Services, Frank Olivo, and Edward (“Eddie”)
Acevedo.
14
Commonwealth Edison, No. 1:20-cr-00368, at Dkt. #1 (N.D. Ill. Aug. 5, 2020). At the August 5,
2020 arraignment, ComEd entered a plea of “not guilty,” and the court set the next hearing for July
17, 2023, when the three-year term of the DPA is set to expire. Id. at Dkt. #13.
Under the terms of the DPA, ComEd admitted “that the facts alleged in the Information
and described in the Statement of Facts are true and accurate” and agreed to pay a $200 million
monetary penalty based on the application of the 2018 U.S. Sentencing Guidelines (“Guidelines”).
Ex. 1, DPA ¶¶ 2, 10. This was reduced from the $240 million to $480 million range calculated
under the Guidelines, in recognition of ComEd’s “substantial remediation and cooperation” with
the Government. Id. ¶¶ 9-10. To pay this penalty, Exelon made equity contributions to ComEd
of $200 million in 2020. Exelon, Annual Report (Form 10-K), 347 (Feb. 25, 2022). In exchange,
the Government agreed that it would not bring any criminal or civil case against ComEd based on
the conduct set forth in the Statement of Facts, discussed below, except (if applicable) a
prosecution for perjury, obstruction of justice, or making a false statement, or any proceeding
relating to the Internal Revenue Code. Ex. 1, DPA ¶ 11. The DPA expressly acknowledged that
it did not prevent the Government from prosecuting any individuals affiliated with ComEd. Id.
If ComEd complies with the terms of the DPA, including continuing to implement remedial
measures to enhance its corporate compliance and ethics program, the DPA will expire on July 17,
2023, and the Government will formally drop the bribery charge against ComEd. Id. ¶¶ 4, 16. If
ComEd violates the terms of the DPA, the Government can extend the DPA for one additional
year or proceed with prosecuting ComEd on the bribery charge. Id. ¶ 17.
1. Factual Admissions in the DPA
ComEd’s admissions regarding the charged conduct are contained in a Statement of Facts
attached to the DPA. In short, ComEd stipulated that, from approximately 2011 to 2019, ComEd,
15
certain individuals at ComEd, and external lobbyists and contractors sought to influence Madigan
through the following conduct:
(1) hiring Madigan’s associates as subcontractors, even though they performed little or
no work for ComEd, and making payments which were funneled indirectly to the Madigan
associates (id., Attachment A, at A-8);
(2) appointing Madigan’s associate, Ochoa, to the ComEd Board of Directors, in part
to influence and reward Madigan (id. at A-10);
(3) retaining and agreeing to provide a certain amount of business to the Reyes Kurson
law firm, and agreeing to renew the contract on two occasions, in part to influence and reward
Madigan (id.); and
(4) hiring a targeted number of student-interns from the 13th Ward of the City of
Chicago—the ward represented by Madigan, in an attempt to influence and reward him (id. at A-
12).
ComEd further stipulated that, during the same time frame as its efforts to influence
Madigan, it received benefits that could reasonably be anticipated to be worth in excess of $150
million, due in part to the passage of favorable legislation, including EIMA in 2011 and FEJA in
2016. Id.
2. Remediation, Corporate Compliance Program, and Reporting
In connection with the DPA, ComEd and Exelon implemented remedial measures to
enhance their compliance program, including removing the employees and third-party vendors
who were involved in the bribery conduct, creating the new position of Executive Vice President
for Compliance and Audit, and implementing new compliance policies that: (i) require internal
tracking and reporting of requests from public officials, (ii) establish due diligence and ongoing
monitoring requirements for third-party lobbyists and consultants, (iii) prohibit the subcontracting
16
of third-party lobbyists and political consultants, (iv) require approval from the Chief Compliance
and Ethics officer for the hiring of any third-party lobbyists and political consultants, and (v)
require ongoing monitoring of third-party lobbyists and consultants to ensure that they continue to
provide value to the business. Id. ¶ 12.
ComEd also agreed to continue conducting appropriate reviews of its existing internal
controls, policies, and procedures to ensure that it makes and keeps fair and accurate records and
that its policies and procedures are designed to effectively detect and deter violations of U.S. law.
Id. ¶ 14; id., Attachment B. As a further requirement of the DPA, ComEd is required to provide
three annual reports to the Government during the term of the DPA regarding remediation
measures and the implementation of its compliance program, policies, and procedures set forth
above. Id., Attachment C, Reporting Requirements. The first two reports were submitted on July
16, 2021 and July 15, 2022 and the third and final report must be submitted by June 17, 2023.
D. Other Related Investigatory Proceedings
On October 22, 2019, the Securities and Exchange Commission (“SEC”) informed Exelon
and ComEd that it had opened an investigation into their lobbying activities in the State of Illinois.
Exelon, Annual Report (Form 10-K), 28 (Feb. 14, 2023). Exelon and ComEd have cooperated
fully with the SEC’s investigation, including by providing all information requested by the SEC.
Id. The investigation remains open. Id.
The Illinois Commerce Commission (“ICC”) also opened proceedings against ComEd in
August and October 2021. Order Initiating Proceeding, ICC v. ComEd, No. 21-0607 (Aug. 12,
2021); Order Initiating Proceeding, ICC v. ComEd, No. 21-0739 (Oct. 14, 2021). On August 17,
2022, the ICC issued a Final Order directing ComEd to refund customers $31,296,338 and
effectuate an additional refund before the Federal Energy Regulatory Commission or otherwise
provide another $5,019,312 plus interest to low- and moderate-income residential customers.
17
Order, ICC v. ComEd, Nos. 21-0607 & 21-07739 (August 17, 2022). This Order effectively
resolved the ICC’s two investigations of ComEd related to the conduct admitted in connection
with the DPA. 16
E. Shareholder Demand Letters
Exelon’s Board has received a number of Demand Letters from law firms representing
shareholders, demanding that it produce corporate books and records pursuant to 15 Pa. C.S. §
1508 and/or demanding that it investigate and pursue claims against Exelon’s current and former
officers and directors pursuant to 15 Pa. C.S. § 1781. Pennsylvania law requires a shareholder to
make a litigation demand before “maintain[ing] a derivative action to enforce a right of a business
corporation.” 15 Pa. C.S. § 1781(a). These letters included:
• A March 20, 2020 letter from The Weiser Law Firm (“Weiser”) on behalf of
shareholder Michael Dybas. Ex. 4, Letter from R. Weiser to M. Shattuck, Chairman
of the Board of Directors of Exelon Corporation (March 20, 2020) (hereinafter “Weiser
Demand”).
• An August 11, 2020 letter from the law firm of Robbins LLP (“Robbins”), representing
shareholder James Clem. Ex. 5, Letter from G. Del Gaizo to Board of Directors of
Exelon Corporation (Aug. 11, 2020) (hereinafter “Robbins Demand”).
• A September 8, 2020 letter from the law firm of Scott & Scott LLP (“Scott & Scott”)
on behalf of shareholder Gary Metts. Ex. 6, Letter from G. Johnson to Board of
Directors of Exelon Corporation (Sept. 8, 2020) (hereinafter “Scott & Scott Demand”).
• A November 2, 2020 letter from the law firm of Bragar Eagel & Squire, P.C. (“BES”)
on behalf of shareholder Marvin Peller. Ex. 7, Letter from G. Choe to M. Shattuck,
Chairman of the Board of Directors of Exelon Corporation (Nov. 2, 2020) (hereinafter
“BES Demand”).
• An April 26, 2021 letter from The Lifshitz Law Firm, P.C. (“Lifshitz”), representing
shareholder Pinchus E. Raul. Ex. 8, Letter from J. Lifshitz to M. Shattuck, Chairman
16
See Ray Long, ComEd to give back $38 million in wake of Madigan scandal, but critic says it
falls short, CHICAGO TRIBUNE (Aug. 17, 2022), https://www.chicagotribune.com/politics/ct-
comed-returns-38-million-over-madigan-scandal20220817-bctxrnaec5gvpgg64xh5gsh4ru-
story.html.
18
of the Board of Directors of Exelon Corporation (Apr. 26, 2021) (hereinafter “Lifshitz
Demand”).
• A January 5, 2022 letter from the law firm of Kahn Swick & Foti, LLC (“KSF”), on
behalf of shareholder William Grunze. Ex. 9, Letter from M. Nicholson to C. Crane,
CEO of Exelon Corporation, and Exelon Corporation (Jan. 5, 2022) (hereinafter “KSF
Demand”). KSF had previously made a demand to inspect Exelon books and records.
Ex. 10, Letter from M. Nicholson to C. Crane, CEO of Exelon Corporation, and Exelon
Corporation (Aug. 23, 2021).
• An April 11, 2022 letter from Scott & Scott, this time on behalf of shareholder Donna
M. Nicosia. Ex. 11, Letter from G. Johnson to Special Litigation Committee of the
Board of Directors of Exelon Corporation (April. 11, 2022) (hereinafter “Second Scott
& Scott Demand”). Subsequently, the firm sent two demands to inspect books and
records on behalf of the same shareholder. Ex. 12, Letter from G. Johnson to Exelon
Corporation Board of Directors (Feb. 22, 2023); Ex. 13, Letter from G. Johnson to
Exelon Corporation Board of Directors (Mar. 10, 2023).
• A May 3, 2022 letter from the law firms of Pomerantz LLP (“Pomerantz”) and Shuman,
Glenn & Stecker (“Shuman”), on behalf of shareholder Benjamin Jason Wax. Ex. 14,
Letter from G. Bruckner and B. Stecker to the Board of Directors of Exelon
Corporation (May 3, 2022) (hereinafter “Pomerantz and Shuman Demand”). The firms
had previously sent a demand to inspect books and records in January 2022. Ex. 15,
Letter from G. Bruckner and B. Stecker to M. Shattuck, Chairman of the Board of
Directors of Exelon Corporation (Jan. 4, 2022).
• A March 16, 2023 letter from Scott & Scott, this time on behalf of shareholder City of
Coral Springs Police Officers’ Pension Plan. Ex. 16, Letter from G. Johnson to the
Special Litigation Committee of the Board of Directors of Exelon (Mar. 16, 2023)
(hereinafter “Third Scott & Scott Demand”). Simultaneously, the firm also sent a
demand to inspect books and records on behalf of the same shareholder. Ex. 17, Letter
from G. Johnson to Exelon Corporation Board of Directors (Mar. 16, 2023).
In general, the Demand Letters summarized the admissions in the DPA and allegations
from civil lawsuits against Exelon (discussed later in this Report) and demanded that Exelon’s
Board investigate potential claims against the Company’s current and former officers and
directors. E.g., Ex. 4, Weiser Demand at 1; Ex. 6, Scott & Scott Demand at 1-3; Ex. 7, BES
Demand at 3-8; Ex. 9, KSF Demand at 4-6; Ex. 14, Pomerantz and Shuman Demand at 4-8. The
Demand Letters also raised some issues not covered by the DPA, including allegations concerning
Sandoval, whose daughter Angie Sandoval worked for ComEd; Madigan’s former aide Kevin
19
Quinn; Exelon’s political contributions; and the retirement and other benefits provided to
Pramaggiore and other Exelon executives. E.g., Ex. 4, Weiser Demand at 2, 4; Ex. 5, Robbins
Demand at 5; Ex. 6, Scott & Scott Demand at 3-5; Ex. 9, KSF Demand at 2-3; Ex. 14, Pomerantz
and Shuman Demand at 9. The Demand Letters also alleged Exelon’s Code of Business Conduct
(“Code of Conduct” or “Code”) was potentially breached by Company executives. E.g., Ex. 4,
Weiser Demand at 3; Ex. 7, BES Demand at 3-8; Ex. 9, KSF Demand at 2-3; Ex. 14, Pomerantz
and Shuman Demand at 17.
Potential claims specifically identified in the Demand Letters included violations of anti-
bribery laws, breaches of fiduciary duties, violations of the federal securities laws, waste of
corporate assets, unjust enrichment, and indemnification or contribution. E.g., Ex. 4, Weiser
Demand at 1; Ex. 5, Robbins Demand at 1; Ex. 6, Scott & Scott Demand at 1; Ex. 8, Lifshitz
Demand at 2; Ex. 9, KSF Demand at 13-14; Ex. 14, Pomerantz and Shuman Demand at 1-2. The
Letters demanded that the Board’s investigation determine which officers and directors had
knowledge of or played an active role in the misconduct identified in the DPA, whether the Exelon
Board’s response to the DPA issues was appropriate, what claims Exelon might have against
current or former officers and directors, and any damages to Exelon. They also asked the Board
to make a number of changes to Exelon’s corporate governance procedures. See, e.g., Ex. 5,
Robbins Demand at 4-5; Ex. 6, Scott & Scott Demand at 4-5, 7; Ex. 9, KSF Demand at 2, 11-14.
F. Shareholder Class Action and Derivative Litigation
Some plaintiffs have also filed civil actions related to the admissions in the DPA and the
allegations in the Demand Letters, including:
• Flynn v. Exelon: Filed December 16, 2019 in the United States District Court for
the Northern District of Illinois alleging Exelon and several of its executives
violated Sections 10(b) and 20(a) of the Exchange Act by making “false and
misleading statements that concealed [ComEd’s] bribery scheme and instead touted
the Company’s commitment to ethical conduct and legitimate lobbying activities.”
20
Flynn v. Exelon, No. 1:19-cv-8209, at Dkt. #65 (Amended Complaint) ¶ 2 (Sept.

16, 2020). On April 21, 2021, the court denied defendants’ motions to dismiss. Id.
at Dkt. #100. On May 26, 2023, lead plaintiff filed an unopposed motion for
preliminary approval of settlement along with supporting papers. Id. at Dkts. #
190-193. A hearing was held on June 9, 2023 and the court granted preliminary
approval of the settlement. Id. at Dkts. #196-198. A final approval hearing is set
for September 7, 2023. Id. at Dkt. #198.
• Feintuch v. Crane: On April 10, 2020, shareholder Jack Feintuch filed a derivative
complaint in the United States District Court for the Northern District of Illinois
against Exelon and a variety of its executives and Board members alleging
“breaches of fiduciary duties, gross mismanagement, and violations of Sections
14(a), 10(b), 20(a) of the Securities Exchange Act of 1934.” Feintuch v. Crane,
No. 1:20-cv-2255, at Dkt. #1 p. 1 (N.D. Ill. Apr. 10, 2020). Plaintiff later moved
to voluntarily dismiss the action (id. at Dkt. #50), and the court granted that motion
on July 28, 2020 (id. at Dkt. #52).
• Gress v. ComEd: On July 28, 2020, plaintiff Lawrence H. Gress filed a class action
complaint against ComEd on behalf of all ComEd electricity consumers, alleging
violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”).
Gress v. ComEd, No. 1:20-cv-04405, at Dkt. #1 (N.D. Ill. July 28, 2020). ComEd
filed a motion to dismiss for failure to state a claim on February 4, 2021 (id. at Dkt.
#84), which the court granted on September 9, 2021 (id. at Dkt. #112).
• Clem v. Crane: One of the Exelon shareholders who sent the Board a demand letter,
James Clem, filed a shareholder derivative lawsuit against Exelon and executives
Crane, Dominguez, Pramaggiore, and Von Hoene on July 8, 2021. Clem v. Crane,
No. 1:21-cv-3611, at Dkt. #1 (N.D. Ill. July 8, 2021). The complaint included
claims for breach of fiduciary duty, unjust enrichment, and violations of the federal
securities laws. Id. ¶ 2. 17 On October 12, 2021, the parties to the Clem Action filed
a joint motion for a stay pending the completion of the SLC’s investigation (id. at
Dkt. #26), which the court granted (id. at Dkt. #27). The parties subsequently filed
several joint status reports and motions to extend the stay, and the court entered
orders extending the stay. Id. at Dkts. #28-41. Most recently, the court extended
the stay through June 9, 2023. Id. at Dkt. #44. On May 26, 2023, the parties filed
a joint status report, in which plaintiff requested the court lift the stay and set a
status conference, and Exelon and certain individual defendants requested the
action proceed as set forth in the SLC’s Notice of Determination. Id. at Dkt. #60.
• Nicosia v. Young: On April 29, 2023, another one of the Exelon shareholders who
had previously sent a demand letter and made a request to inspect the Company’s
17
The complaint recognized that Pennsylvania law required the plaintiff to make a demand on
Exelon’s Board and wait for a response before commencing derivative litigation, but argued that
the Board had failed to respond in a reasonable time and the demand requirements were therefore
satisfied. Id. ¶¶ 87-89.
21
books and records, Donna M. Nicosia, filed a shareholder derivative lawsuit against
Exelon and various executives, current and former members of the Exelon Board,
and third parties. Nicosia v. Young, No. 1:23-cv-02605, at Dkt. #1 (N.D. Ill. Apr.
26, 2023). The complaint included claims for breach of fiduciary duty, aiding and
abetting breach of fiduciary duty, unjust enrichment, waste, and violations of
federal securities laws.
• City of Coral Springs Police Officers Pension Plan v. Young: On May 1, 2023,
Exelon shareholder City of Coral Springs Police Officers’ Pension Plan, who had
previously sent a demand letter and made a request to inspect the Company’s books
and records, filed a shareholder derivative lawsuit against Exelon that alleged the
same claims, against the same defendants, as the complaint filed in the Nicosia
Action. City of Coral Springs Police Officers Pension Plan v. Young, No. 1:23-cv-
02712, at Dkt. #1 (N.D. Ill. May 1, 2023).
• Dybas v. Crane: On May 25, 2023, Exelon shareholders Michael Dybas, William
Grunze, and Benjamin Jason Wax, each of whom had previously sent a demand
letter and some of whom had made a request to inspect the Company’s books and
records, filed a shareholder derivative lawsuit against Exelon that alleged similar
claims against a similar set of defendants, as the complaints filed in the Nicosia
Action and the Coral Springs Action. Dybas v. Crane, No. 1:23-cv-03318, at Dkt.
#1 (N.D. Ill. May 25, 2023).
As noted above, on June 6, 2023, at the SLC’s request, the Derivative Actions were consolidated
under the name “In re Exelon Corporation Derivative Litigation.” In re Exelon Corp. Deriv. Litig.,
No. 1:21-cv-3611, at Dkt. #64 (N. D. Ill. June 6, 2023).
G. Remediation
Exelon’s remediation efforts have been led by David Glockner, who was hired as its
Executive Vice President of Compliance and Audit in March 2020. 18 Glockner is a former SEC
official and a former Chief of the Criminal Division in the U.S. Attorney’s Office for the Northern
District of Illinois. Id. He reports directly to Exelon’s CEO. Id.
18
See Exelon, Exelon Appoints David Glockner as Executive Vice President, Compliance and
Audit (March 16, 2020), https://www.exeloncorp.com/newsroom/exelon-appoints-david-
glockner-as-executive-vice-president-compliance-and-audit.
22
Central to Exelon’s remediation has been the enactment of four new policies, effective July
6, 2020. Those policies are:
• Interactions with Federal, State and Local Public Officials, LE-AC-POL8-001;

• Due Diligence and Monitoring Procedure for Third Parties Engaged in Political
Consulting and Lobbying Activities, LE-AC-PCD8-001;
• Referrals, Recommendations, and Requests from Public Officials Regarding
Employment Decisions, LE-AC-POL8-002; and
• Vendors and Suppliers Affiliated With or Referred, Recommended, or Requested by
Public Officials, LE-AC-POL8-003.
The current versions of these policies are publicly available on Exelon’s website. 19 As their titles
suggest, these policies are aimed at preventing the conduct at the heart of the DPA: domestic
bribery. They attempt to do so by, for example, limiting when and how Exelon (including its
subsidiaries) can hire individuals or contract with vendors recommended by public officials, as
well as imposing standard terms for the selection, contracting, and monitoring of Exelon lobbyists.
Exelon’s Board also approved a revised version of the Company’s Code of Conduct,
effective June 20, 2022. 20 Among other things, this version of the Code instructs employees to
comply with “laws and policies relating to lobbying, campaign contributions, gifts and
entertainment, ex parte communications, bribery, and interactions with public officials.” Code of
Conduct at 53. In addition, the updated Code states that employees must “[p]romptly report to
your Government and External Affairs team or Compliance and Ethics any request,
recommendation, or referral from a public official for anything of value, including but not limited
19
See Exelon, Policy Documents, https://www.exeloncorp.com/leadership-and-
governance/governance-overview.
20
See Exelon, Exelon Corporation Code of Business Conduct: Performance that Drives Progress
(June 20, 2022), https://www.exeloncorp.com/company/Documents/
Exelon%20Code%20of%20Business%20Conduct.pdf (hereinafter “Code of Conduct”).
23
to personnel actions, vendor contracts, directed charitable contributions.” Id. Further, the updated
Code specifically addresses “[g]overnment bribery,” stating that it:
[c]an occur when an employee, officer, director, or someone acting on behalf of the
company provides, authorizes, offers, or promises to provide something of value,
directly or indirectly, to any government official, with the intent to improperly
influence or reward any official action. Giving or promising cash, jobs, vendor
contracts, or directed charitable contributions to a public official, or to persons
designated by the public official, for the purpose of improperly influencing or
rewarding official action could constitute bribery of a public official.
Id. at 56. As in prior versions, the Code states that “[b]ribes and kickbacks of any kind are
unethical, illegal and violate our core values and the Code.” Id.
III. FORMATION OF THE SPECIAL LITIGATION COMMITTEE
In response to the Demand Letters’ requests for an investigation, in March 2021, the Exelon
Board unanimously approved the formation of the Special Litigation Committee to investigate the
allegations against ComEd and Exelon officers and directors. Ex. 2, Consent: Formation of SLC.
In its written Consent, the Board noted that ComEd had entered into the DPA and the Board had
received “letters from shareholders demanding that the Board investigate and address the alleged
breaches of fiduciary duties and other alleged violations by Exelon and ComEd officers and
directors related to the conduct described in the DPA.” Id. The Consent approved the formation
of the SLC, which was to “consist[] solely of disinterested and independent parties” and
“investigate and address” the allegations of the Demand Letters “and any resulting actions that
may be required or recommended.” Id. The Board “delegate[d] to the Committee the exclusive
power and authority of the Board to, among other things, investigate the Alleged Violations, and
to make recommendations to the full Board of Directors, based upon the outcome of their
investigation, including but not limited to whether the prosecution of derivative claims is in the
best interests of the Company.” Id. In addition, the Board “delegate[d] the authority to the
Committee to: (i) investigate any matter within its scope of responsibilities, with full power to
24
retain outside counsel, advisors, or other experts for this purpose; and (ii) approve related fees and
retention terms of counsel and other advisors.” Id.
The Board recognized that the SLC’s investigation would be “governed by Section 1783
of the Pennsylvania Consolidated Statutes.” Ex. 3, Resolution: Authorization of SLC. That statute
and the SLC’s powers and responsibilities are discussed in greater detail in Section IV infra.
IV. LEGAL STANDARDS GOVERNING SLC’S AUTHORITY
A. The SLC Has the Exclusive Power and Authority to Investigate the Alleged
Wrongdoing and to Recommend Dismissal and/or Settlement
The relevant Pennsylvania statute and the Consent and Resolution pursuant to which the
SLC was formed and authorized grant the SLC the exclusive power and authority to investigate
the alleged wrongdoing and to make a determination pursuant to 15 Pa. C.S. § 1783 regarding the
Company’s best interests—including the power to recommend dismissal and/or settlement of
claims.
Pennsylvania Statute. Section 1783 of the PBCL grants the Board the power to form an
SLC charged with investigating the allegations asserted in the Demand Letters and the Derivative
Actions. It provides:
If a business corporation or the board of directors receives a demand to bring an

action to enforce a right of the corporation, or if a derivative action is commenced
before demand has been made on the corporation or the board, the board may
appoint a special litigation committee to investigate the claims asserted in the
demand or action and to determine on behalf of the corporation or recommend to
the board whether pursuing any of the claims asserted is in the best interests of the
corporation.
15 Pa. C.S. § 1783(a). The statute further specifies that an SLC “shall be comprised of two or
more individuals who (1) are not interested in the claims asserted in the demand or action; (2) are
capable as a group of objective judgment in the circumstances; and (3) may, but need not, be
shareholders or directors.” Id. Importantly, the statute specifically contemplates a board
25
conferring recommending authority to an SLC. The statute empowers an SLC to “recommend to
the board of directors that the board determine” among other things, termination (i.e., dismissal)
or settlement of claims. It states:
After appropriate investigation by a special litigation committee, the committee

may determine, or the committee may recommend to the board of directors that the
board determine, that it is in the best interests of the business corporation that: . . .
(3) some or all of the claims asserted in the demand be settled on terms determined
or recommended by the committee; (4) an action not be brought based on any of
the claims asserted in the demand; . . . (6) some or all the claims asserted in an
action already commenced be settled on terms determined or recommended by the
committee; or (7) an action already commenced be dismissed. 21
Id. § 1783(e).
B. A Court Will Enforce the SLC’s Recommendation to Dismiss or Settle an

Action, Unless Opposing Shareholders Satisfy Their Difficult Burden of
Proof
Based on its robust and thorough investigation, the SLC believes it is in the best interest of
the Company to settle and dismiss the claims asserted in the Demand Letters and Consolidated
Action on the terms set forth in the Stipulation of Settlement—a recommendation that, as noted,
the Pennsylvania statute empowers the SLC to make. Opposing Shareholders cannot challenge
the SLC’s recommendation merely because they disagree with it or would have preferred to reach
a settlement on different terms. As the Pennsylvania statute expressly states, a court “shall enforce
the determination of the committee” if it determines that the SLC “met the qualifications” of
independence and disinterestedness and “conducted its investigation and made its determination
or recommendation in good faith, independently and with reasonable care.” Id. § 1783(f)(3)
21
Section 1783 also gives an SLC the authority to recommend, among other things, (i) that the
company permit derivative plaintiffs to pursue claims; (ii) that the company pursue the claims on
its own behalf; or (iii) that an already-filed derivative action continue under the SLC’s control. Id.
Section 1783 “is intended to supersede those provisions of American Law Institute, Principles of
Corporate Governance: Analysis and Recommendations (1994) §§ 7.03–7.10 and 7.13 that deal
with the same subjects as this section.” Id. § 1783 (2022 Comment).
26
(emphasis added). In making this inquiry, a court will not analyze the merits of the underlying
claims. See id. § 1783 (2022 Comment) (selecting the Auerbach approach, where the merits of
underlying claims are not considered). 22 Importantly, the statute expressly places the burden of
proof on plaintiffs. See 15 Pa. C.S. § 1783(f) (“[t]he plaintiff has the burden of proving that the
committee did not meet [the required] qualifications or act in the required manner”). Thus, in
order to challenge the SLC’s determination, Opposing Shareholders must prove that the SLC
members were interested, lacked independence, or failed to exercise reasonable care in the
investigative process.
Accordingly, even if none of the Demand Shareholders had agreed to a settlement, the SLC
would still have the power to recommend to the Exelon Board that the Consolidated Action be
settled and dismissed based on the SLC’s business judgment alone, and with the Board’s approval,
file a motion for preliminary approval of the settlement. But here, the Settling Shareholders,
comprised of three separate firms, have agreed to the Settlement Terms. If Opposing Shareholders
challenge the SLC’s recommendation in court, the burden of proof rests on their shoulders—
meaning they must prove that the SLC lacked independence, was interested, or failed to exercise
reasonable care in its investigative process.
V. SPECIAL LITIGATION COMMITTEE MEMBERS ARE QUALIFIED,

INDEPENDENT, DISINTERESTED, AND CAPABLE OF EXERCISING
OBJECTIVE JUDGMENT
The SLC consists of three members: Janet Langford Carrig, Virginia Fogg, and Michele
Coleman Mayes. As required by Pennsylvania statute, 15 Pa. C.S. § 1783, each member of the
SLC is qualified, independent, disinterested, and capable of exercising objective judgment, as
22
Section 1783 of the PBCL has been in place in substantially the same form since 2017, and at
the time that it was enacted, the statute generally codified existing Pennsylvania law; this statute
is not novel.
27
reflected in their respective backgrounds and professional experiences detailed below. See id. §
1783(c) (“A special litigation committee shall be composed of two or more individuals who: (1)
are not interested in the claims asserted in the demand or action; (2) are capable as a group of
objective judgment in the circumstances; and (3) may, but need not, be shareholders or directors”).
A. The Special Litigation Committee Members are Highly Qualified
The SLC members are highly qualified and capable of conducting the investigation
requested in the Demand Letters. Among other things, the SLC members (i) have broad and vast
experience, giving each member a unique perspective helpful to the investigation; (ii) have decades
of relevant work experience, including serving on various boards of directors and conducting other
investigations; and (iii) have been honored with numerous awards and accolades, further
confirming the strong qualifications of the SLC members. The SLC members’ collective and
diverse experience renders each member—and the SLC as a whole—fully qualified to conduct the
investigation requested in the Demand Letters, to oversee and instruct its independent counsel, to
exercise reasonable and independent judgment, and to make thoughtful and well-advised
recommendations to the Board about what actions or course of conduct the SLC has determined
are in Exelon’s best interests.
1. Qualifications and Experience of Janet Langford Carrig
Carrig received a bachelor’s degree in history, with honors, from Grinnell College and
earned a juris doctorate from Yale University. She served as Senior Vice President, Legal, General
Counsel and Corporate Secretary of ConocoPhillips from 2007 through 2018 and as Deputy
General Counsel and Corporate Secretary from 2006 to 2007. Prior to that, Carrig was a partner
at Zelle, Hofmann, Voelbel, Mason & Gette P.C. from 2004 through 2006. Carrig also previously
served as Senior Vice President, Chief Administrative Officer and Chief Compliance Officer at
Kmart Corporation from 2003 to 2004, and as Executive Vice President of Corporate
28
Development, General Counsel and Corporate Secretary at Kellogg Company (“Kellogg”) from
1999 to 2003, among other roles. In addition, Carrig served as Sara Lee Corporation’s Senior Vice
President, Secretary and General Counsel from 1995 to 1999. Carrig was also previously a partner
at Sidley Austin LLP from 1991 to 1994, an associate at Sidley Austin LLP from 1988 to 1991, an
associate at Wachtell, Lipton, Rosen & Katz from 1984 to 1988, and a law clerk to the Honorable
James Hunter III on the U.S. Court of Appeals for the Third Circuit from 1983 to 1984.
Carrig has extensive oversight and board experience. She served as (i) a member of the
Board of Directors of United Airlines from January 2006 to September 2006 (resigning from that
board in order to join ConocoPhillips); (ii) an independent trustee for Columbia Threadneedle
Mutual Funds and predecessor funds from 1997 to present; (iii) an independent director of EQT
Corporation—a natural gas production company—from July 2019 to present, serving as Chair of
the Corporate Governance Committee and a member of the Public Policy and Corporate
Responsibility Committee; (iv) an independent director of Whiting Petroleum Corporation from
2020 until its merger with Oasis in July 2022, serving as the Chair of the Nominating and
Governance Committee and as a member of the Environmental, Social and Governance (“ESG”)
Committee; and (v) an independent director of the Houston Grand Opera, serving as Chair of the
Board from 2018-2020 and currently serving as the Chair Emeritus. In addition, Carrig serves on
the Advisory Board of the National Association of Corporate Directors Texas TriCities Chapter
and as a Senior Fellow of The Conference Board ESG Center. She has also previously served on
the Boards of Grinnell College, the Joffrey Ballet, the Chicago Shakespeare Theater, and on the
New York Stock Exchange’s Legal Advisory Committee.
Carrig has been recognized with numerous honors and awards throughout her career,
including the Texas General Counsel Forum’s Lifetime Achievement Award, the National Law
29
Journal’s 50 Most Influential Women Lawyers in America, the Burton Awards Legends in the
Law, the Houston Business Journal Women in Energy—Women in Leadership, and Crain’s
Chicago Business’ 40 Under 40.
2. Qualifications and Experience of Virginia Fogg
Fogg earned an undergraduate degree from Georgetown University, and both an MBA and
juris doctorate from William & Mary. Fogg is a recognized expert in corporate governance,
executive compensation, financial disclosure, and investor and shareholder relations. She served
as General Counsel of Norfolk Southern Corporation—one of the nation’s premier transportation
companies—from 2004 to 2020, where she also served in various legal positions overseeing the
corporate and securities practice for over thirty-three years.
Fogg has served on many boards, including (i) Chair of the Board of Directors of the
Society for Corporate Governance from 2017 to 2019, as well as the Chair of its Nominating and
Governance Committee and Advocacy Committee and a member of its Board of Directors from
2011 to 2015; (ii) former Chair of the Society for Corporate Governance 2016 National
Conference; (iii) a member of the Board of Directors and Chair of the Funding Allocation Council
for the Women United of South Hampton Roads from 2017 to 2021; and (iv) a member of the
Advisory Boards for ESG Professionals Network and for ZMH Advisors. Fogg has also served as
the President of the Mid-Atlantic Chapter for the Society of Corporate Governance. Fogg was
named to Virginia’s Legal Elite annually from 2014 through 2020 and awarded Virginia Lawyers’
“Go To Lawyer in Business Law” in 2021. In addition, Fogg received the 2016 Women in
Business award by The Virginian-Pilot.
3. Qualifications and Experience of Michele Coleman Mayes
Mayes earned an undergraduate degree from the University of Michigan and a juris
doctorate from the University of Michigan Law School. Mayes has served as Vice President,
30
General Counsel and Secretary at the New York Public Library from 2012 to present. From 2007
until 2012, Mayes was Senior Vice President and General Counsel for Allstate Insurance Company
(“Allstate”), and in that role was responsible for guiding Allstate’s strategy with respect to
compliance and governance practices, among other areas, and overseeing a 1,600-person legal
department. From 2003 to 2007, Mayes was Senior Vice President and General Counsel at Pitney
Bowes, Inc., where she oversaw a 100-person legal department. From 1992 to 2003, Mayes was
an officer for Colgate-Palmolive Company, ultimately rising to the position of Vice President,
Legal and Assistant Secretary. Mayes also served as Staff Vice President and Associate General
Counsel at the Unisys Corporation and its predecessor company, Burroughs Corporation. From
1976 to 1982, Mayes served in the U.S. Department of Justice as an Assistant United States
Attorney in Detroit and Brooklyn, and at the time of her departure was Chief of the Civil Division
in Detroit.
Mayes was on the Board of Directors of Assurant, Inc. from 2004 to 2007. She chaired its
Nominating and Corporate Governance Committee and was also a member of the Audit
Committee. She was appointed to the Presidential Commission on Election Administration under
President Barack Obama and served from 2013 to 2014. She was Chair of the Commission on
Women in the Profession of the American Bar Association from 2014 to 2017. In 2015, she
became a Fellow of the American College of Governance Counsel, and currently sits on its Board
of Trustees. In August 2016, she was elected to the Board of Directors of Gogo Inc. and serves as
the Chair of its Nominating and Corporate Governance Committee and is a member of the Audit
Committee. She was elected to the Board of Directors of the Center for Reproductive Rights in
June 2020 and is the Chair of the Center’s Nominating and Governance Committee. In addition,
Mayes has served on the Board of Directors of Legal Momentum, the nation’s oldest non-profit
31
organization of advocates for women and girls for over 17 years. She served as Chair of its Board
from 2001 to 2006.
Mayes has received many awards and accolades, including the Margaret Brent Award from
the American Bar Association Commission on Women in the Profession and the Trailblazer Award
from the Minority Corporate Counsel Association and more recently its inaugural Charlotte E. Ray
Award. She was also identified as one of America’s top African American lawyers, and she was
named to the Ethisphere Institute’s “Attorneys Who Matter” list of general counsels in 2011, two
years after making the National Law Journal’s list of “Most Influential General Counsels.” Mayes
was also honored with a Lifetime Achievement award from The American Lawyer in October
2012. In 2011, she co-authored Courageous Counsel: Conversations with Women General
Counsel in the Fortune 500, which chronicles the rise of women to the role of general counsel.
B. The Special Litigation Committee Members Are Disinterested and

Independent
In addition to being qualified, the SLC members are independent and disinterested, both
under the American Law Institute Principles (“ALI Principles”)—portions of which have been
expressly adopted by Pennsylvania courts—as well as relevant case law.
1. The Applicable Legal Framework for Analyzing Interestedness and

Independence
Under Section 1.23 of the ALI Principles, which the Pennsylvania appellate court adopted
in Lemenestrel v. Warden, 964 A.2d 902, 919 (Pa. Super. Ct. 2008), a director or officer is
“interested” if:
(1) The director or officer . . . is a party to the transaction or conduct;

(2) The director or officer has a business, financial, or familial relationship with a
party to the transaction or conduct, and that relationship would reasonably be
expected to affect the director’s or officer’s judgment with respect to the transaction
or conduct in a manner adverse to the corporation;
(3) The director or officer, an associate of the director or officer, or a person with
whom the director or officer has a business, financial, or familial relationship, has
32
a material pecuniary interest in the transaction or conduct (other than usual and
customary directors’ fees and benefits) and that interest and (if present) that
relationship would reasonably be expected to affect the director’s or officer’s
judgment in a manner adverse to the corporation; or
(4) The director or officer is subject to a controlling influence by a party to the
transaction or conduct or a person who has a material pecuniary interest in the
transaction or conduct, and that controlling influence could reasonably be expected
to affect the director’s or officer’s judgment with respect to the transaction or
conduct in a manner adverse to the corporation.
Lemenestrel, 964 A.2d at 919 (quoting ALI Principles of Corp. Governance, § 1.23(a) (1994)). 23
In analyzing these factors, the courts look to whether “significant and ongoing” connections
currently exist. By contrast, accusations “only of past connections” fail to show that a director is
improperly interested or not independent. See In re H.J. Heinz Co. Deriv. and Class Action Litig.,
No. G.D. 13-003108, 2013 WL 1905075, at *6, 8 (Pa. C. P. Apr. 29, 2013) (“Heinz”) (“[F]or
purposes of disinterest and independence here, however, is not past ties, but rather current ties that
would render a member of the SLC unable to make an impartial decision. . . . It is unreasonable to
expect the SLC Report to contain details on past relationships when neither the ALI Principles nor
Pennsylvania case law require as much”).
With respect to determining SLC members’ independence, Pennsylvania courts analyze
whether any SLC member is controlled by an individual who is not a member of the SLC. See
Braun on Behalf of USA Techs., Inc. v. Herbert, 180 A.3d 482, 488 at n.4 (Pa. Super. Ct. 2018).24
23
Section 1.23(c) further provides that “[a] director is interested” if they are a “defendant in the
action,” except if the complaint “(A) is based only on the fact that the director approved of or
acquiesced in the transaction or conduct that is the subject of the action, and (B) does not otherwise
allege with particularity facts that, if true, raise a significant prospect that the director would be
adjudged liable to the corporation or its shareholders.” However, this portion of Section 1.23 is
inapplicable, as no SLC member is named or was threatened to be named as a defendant in any
action. Nor is it likely that any SLC member will be named as a defendant in a future action
against the Exelon Board because no SLC member has ever served on the Board.
24
Although Section 1.23 defines “interested,” to the extent courts use the factors enumerated in
that Section to examine independence, none of those factors are satisfied, as discussed herein. See
33
In conducting that analysis, courts have examined (i) whether an SLC member is “so close a
friend” to a director or the target of an investigation that they do not “possess the requisite degree
of independence for purposes of serving as a member on the [c]ommittee,” Lemenestrel, 964 A.2d
at 922; (ii) whether the SLC member is “under the control of nonmembers,” Braun, 180 A.3d at
488 n.4 (2018); and (iii) the SLC members’ (and their families’) relationships and ties, Heinz, 2013
WL 1905075, at *4. 25
At the outset of the SLC investigation, the SLC members, with the assistance of counsel,
examined whether there could exist any facts, circumstances, or relationships that would render
any SLC member interested or not independent. To that end, each SLC member was interviewed
by counsel and discussed with counsel any potentially relevant interests or relationships, including
whether she had any connections to the facts alleged in the Demand Letters or any relationship
with the directors and officers of Exelon, potential defendants, or to her knowledge, anyone
relevant to the investigation. The SLC and its counsel confirmed that no such facts, circumstances,
Heinz, 2013 WL 1905075, at *6 (“Pennsylvania courts look to the ALI Principles regarding the
definition of ‘interested’ in the director context to determine whether the director was either
interested or not independent.” (citing Lemenestrel, 964 A.2d at 918–19)). As the comments to §
1.23 note, “[t]he concept of interest under § 1.23 is not identical to the concepts of significant
relationship… A director may have a significant relationship with senior executives of a
corporation and still be disinterested with respect to a particular transaction or conduct, or may
lack a significant relationship with the senior executives and nevertheless be interested with respect
to the transaction or conduct.” ALI Principles of Corp. Governance § 1.23, at cmt. (1994). Here,
the SLC members are both independent—with no significant relationships with anyone relevant
to the SLC investigation—and disinterested.
25
Although Pennsylvania and Delaware law differ with respect to plaintiff’s ability to plead
demand futility, see, e.g., Heinz, 2013 WL 1905075, at *6, Pennsylvania courts may find certain
Delaware case law regarding the SLC’s independence instructive because Delaware courts have
frequently addressed and decided this issue. Indeed, the ALI Principles “incorporate much of the
law of New York and Delaware, [] states with extensive corporate jurisprudence.” See Cuker v.
Mikalauskas, 692 A.2d 1042, 1049 (Pa. 1997). Based on its investigation, the SLC would reach
the same conclusion articulated herein regardless of whether the precise legal principles in the ALI
Principles or other jurisprudence applied.
34
or relationships exist, and that no other facts render the SLC members beholden to anyone else,
unable to exercise independent judgment, interested in the alleged misconduct or the investigation,
or would otherwise affect the SLC members’ judgment or ability to remain disinterested and
independent. The SLC and its counsel have continued to re-assess and confirm the SLC’s
independence throughout the investigation. Thus, under the four factors articulated in Section 1.23
of the ALI Principles and relevant case law, all members of the SLC are independent and
disinterested. 26
a. No SLC Member Was Involved in the Underlying Conduct
The first factor in Section 1.23 of the ALI Principles examines whether any SLC member
is a “party to the transaction or conduct.” See Lemenestrel, 964 A.2d at 918. The SLC members
are not. No SLC member ever served as an employee or director of Exelon or any of its affiliates,
and no SLC member was involved in any of the alleged misconduct. They thus could not—under
any conceivable scenario—be a party to any of the alleged misconduct or issues subject to the
SLC’s investigation, let alone face liability. See Lemenestrel, 964 A.2d at 919 (noting that even
“service on the board does not make the special litigation committee member ‘interested.’”). For
that same reason, no SLC member has been named as a defendant, identified as a potential
defendant, or otherwise implicated in any of the allegations in the Demand Letters or the related
litigation. See Braun, 180 A.3d at 488 (even when a director is named as a defendant, “a defendant
director is not interested in the disputed conduct” absent “a significant prospect that the director
would be adjudged liable to the corporation or its shareholders.”); Heinz, 2013 WL 1905075, at *6
26
“Pennsylvania courts look to the ALI Principles regarding the definition of ‘interested’ in the
director context to determine whether the director was either interested or not independent.” Heinz,
2013 WL 1905075, at *6 (citing Lemenestrel, 964 A.2d at 918–19). Although Section 1.23 defines
“interested,” the factors enumerated in that Section also lead to the conclusion that the SLC
members are wholly independent, as detailed herein.
35
(holding that even participation in the transaction or being named a defendant in the action does
not make a director interested if the director’s only involvement is approving the transaction or
conduct that is the subject of the lawsuit). 27 The first ALI factor and relevant case law thus weigh
in favor of disinterestedness and independence.
b. No SLC Member Has a Relationship With Any Parties

Involved in the Underlying Conduct
The second ALI factor examines whether an SLC member “has a business, financial, or
familial relationship with a party to the transaction or conduct, and that relationship would
reasonably be expected to affect the director’s or officer’s judgment with respect to the transaction
or conduct in a manner adverse to the corporation.” Lemenestrel, 964 A.2d at 919 (emphasis
added). 28 As noted above, this factor is focused on currently existing relationships—not past
connections. See Heinz, 2013 WL 1905075, at *6 (“This Court notes that Section 1.23 of the ALI
Principles does not speak of financial relationships, business relationships, or material pecuniary
interests in the past tense. Rather, the analysis of ‘disinterest’ is based on present tense
relationships and interests.”). None of the SLC members has a current relationship with any party
connected to the alleged misconduct or investigation, let alone a relationship that would be
27
See also South v. Baker, 62 A.3d 1, 14 (Del. Ch. 2012) (“Without a substantial threat of director
liability, a court has no reason to doubt the [committee’s] ability to address the corporate trauma
and evaluate a related demand.”).
28
See also In re Dow Chem. Co. Deriv. Litig., No. 4349–CC, 2010 WL 66769, at *7 (Del. Ch. Jan.
11, 2010) (quoting Aronson, 473 A.2d at 812) (“Disinterested means that directors can neither
appear on both sides of a transaction nor expect to derive any personal financial benefit from it in
the sense of self-dealing, as opposed to a benefit which devolves upon the corporation or all
stockholders generally.”); Seminaris v. Landa, 662 A.2d 1350, 1354 (Del. Ch. 1995) (A director
is interested “if he will be materially affected, either to his benefit or detriment, by a decision of
the board, in a manner not shared by the corporation and the stockholders.”); Rales v. Blasband,
634 A.2d 927, 936 (Del. 1993) (“A director is considered interested where he or she will receive
a personal financial benefit from a [challenged] transaction that is not equally shared by the
stockholders,” or “where a corporate decision will have a materially detrimental impact on a
director, but not on the corporation and the stockholders.”).
36
“reasonably expected to affect [her] judgment . . . in a manner adverse to the corporation.”
Lemenestrel, 964 A.2d at 919; see also Demoulas v. Demoulas, No. 2013–3171A, 2013 WL
5754104, at *4 (Mass. Super. Sept. 25, 2013) (applying Section 1.23 and ruling that it requires a
showing that a director was both “subject to a controlling influence by an interested person, and
that controlling influence could reasonably be expected to affect [his] judgment . . . in a manner
adverse to the corporation”) (alterations in original and internal quotations omitted). 29 The second
ALI factor and relevant case law thus weigh in favor of disinterestedness and independence.
Although the second ALI factor requires courts to focus on existing relationships, at the
outset of the SLC’s investigation, and periodically throughout the investigation, the SLC members
and their counsel also examined their former relationships and concluded that each member’s
former interactions, connections, or relationships with employees of Exelon or its affiliates amount
to, at most, minimal professional connections. Those connections do not impact any SLC
member’s judgment, and certainly would not affect any member’s judgment in a manner adverse
to Exelon. The SLC members’ former connections to or interactions with individuals who were
employees or directors of Exelon or ComEd during the relevant period are limited to the following:
• In the 1990s, Carrig’s employer, Sara Lee, retained Jenner for certain litigation;
Jenner’s team included Von Hoene and Thomas O’Neill, but Carrig recalls having no
interactions with O’Neill, and only limited interactions with Von Hoene. Carrig has
had no further connections to or interactions with Von Hoene or O’Neill.
• Mayes recalls meeting Von Hoene at a few meetings when they were both serving as
general counsel to different companies, which would have been sometime between
2007 and 2012 when Von Hoene was General Counsel of Exelon and Mayes was
29
See also Beam ex rel. Martha Stewart Living Omnimedia, Inc. v. Stewart, 845 A.2d 1040, 1051
(Del. 2004) (allegations showing that a director and an interested party belonged to the same social
circle, developed business relationships, and were friends failed); Robotti & Co. v. Liddell, No.
3128-VCN, 2010 WL 157474, at *12 (Del. Ch. Jan. 14, 2010) (a director may lack independence
where his relationship was “so close that one could infer that the non-interested director would be
more willing to risk his or her reputation than risk the relationship with the interested director”).
37
General Counsel for Allstate. Mayes has had no interactions with Von Hoene after
2012 and possibly earlier.
• John Rowe, a former CEO of Exelon, served on the Allstate Board while Mayes served
as General Counsel. Their respective tenures only overlapped for five months from
February 2012 to July 2012. Mayes did not serve on the Board with Rowe and has had
no further professional (or other) relationship with him.
• During the period 2007 through 2012, Mayes served as Allstate’s General Counsel and
Katherine Smith, Associate General Counsel at Exelon, was employed in Allstate’s
legal department. Smith reported to the company secretary, who in turn reported to
Mayes. Mayes’s relationship with Smith was occasional and professional. Following
Mayes’s departure from Allstate, Smith contacted Mayes regarding Smith’s career
progression at Allstate, or lack thereof. (It is quite common for attorneys to seek out
Mayes for career advice.) Smith ultimately decided to leave Allstate for Exelon in
2017; Mayes played no role in this transition and had little or no contact with Smith
after 2015 until Smith contacted her about the formation of the SLC in January 2021.
• From 2015 to present, Fogg served on the Nominating and Governance Committee of
the Board of the Society for Corporate Governance, and Smith was a member of that
committee. Fogg has had no personal interactions with Smith, aside from attending
Society for Corporate Governance events, and would describe Smith as only a
professional acquaintance.
• Carrig was General Counsel of Kellogg when Carlos Gutierrez was its CEO. Gutierrez
was elected to Exelon’s Board in October 2021, after Carrig joined the SLC and after
the conduct in question, and he left the Board at the end of his term in April
2023. Carrig has not had contact with Gutierrez since she left Kellogg in 2003, aside
from occasional requests for references. Carrig considers Gutierrez a remote
professional acquaintance.
Aside from the individuals listed above, Carrig, Fogg, and Mayes are not aware of any other prior
connections, relationships, or interactions—professional or otherwise—with anyone who worked
at Exelon or its affiliates during the relevant time period. 30
30
The SLC and its counsel also analyzed the SLC members’ former connections to or interactions
with individuals who were employees or directors of Exelon or ComEd prior to 2011, the start of
the relevant time period as alleged in the Demand Letters and the DPA, and concluded the only
contact related to individuals who were distant professional acquaintances who had no alleged
connection to the conduct examined in the SLC’s investigation.
38
The above-described individuals can at most be characterized as professional
acquaintances. None of the SLC members had a close, familial, or even personal relationship with
any party alleged to have committed any wrongdoing or any party who could be or was the subject
of the SLC’s investigation. The SLC members are likewise aware of no connections between
anyone in their respective families and any party connected to the alleged misconduct. Finally,
each SLC member confirmed that no prior connections, acquaintances with, or knowledge of any
employees of Exelon or its affiliates, will affect her judgment in any way, let alone in a manner
adverse to Exelon.
Accordingly, even if it were necessary or proper to examine former relationships or
connections when analyzing interestedness and independence, the limited former professional
interactions described above—many of which occurred decades ago—will not and did not affect
any SLC member’s independent judgment. The second ALI factor and relevant case law thus
weigh in favor of disinterestedness and independence. See Braun, 180 A.3d at 489 (“We find it
unsurprising that a company’s outside directors and audit committee members would maintain a
relationship with its CFO. That, without more, does not preclude the outside directors from serving
as disinterested and independent SLC members.”); Lemenestrel, 964 A.2d at 922 (finding that an
SLC member’s wife’s “infrequent social contacts” with the wife of a defendant director, including
attending college together and meeting once or twice a year at alumni functions, are insufficient
to establish that the SLC member was conflicted in serving on the SLC to investigate alleged
wrongdoing by the director). 31
31
See also Cumming ex rel. New Senior Inv. Grp., Inc. v. Edens, 2018 WL 992877, at *17 (Del.
Ch. Feb. 20, 2018) (allegations of joint board service fail); Robotti, 2010 WL 157474, at *12 (Del.
Ch. Jan. 14, 2010) (requiring an especially “close” relationship); Delaware Cty. Emps. Ret. Fund
v. Sanchez, 124 A.3d 1017, 1022 (Del. 2015) (allegations of “thin social-circle friendship” are
39
c. No SLC Member (or Her Family Member) Has a Financial

Interest in the Outcome of the Investigation
Under the third ALI factor, courts analyze whether any SLC member (or a person with
whom the member has a business, financial, or familial relationship) “has a material pecuniary
interest in the transaction or conduct,” other than customary fees and benefits, and if so, whether
“that relationship would reasonably be expected to affect” the SLC member’s “judgment in a
manner adverse to the corporation.” Lemenestrel, 964 A.2d at 919; see also Heinz, 2013 WL
1905075, at *5 (“It is well-settled under Pennsylvania law that a director does not become
‘interested’ in a transaction when he or she merely receives the same benefits he or she would
receive by virtue of his or her service as a director.”). 32 Here, for all the reasons asserted above—
and, most notably, because no SLC member has ever been an employee or director of Exelon or
its affiliates—none of the SLC members has a pecuniary interest in the alleged misconduct or
investigation, let alone a material interest that would affect her judgment in a manner adverse to
Exelon. 33 Each of the SLC members further confirmed that, to her knowledge, no person with
whom she has a business, financial, or familial relationship has any pecuniary interest in the SLC’s
investigation or the Company’s alleged misconduct. Finally, the compensation each member of
insufficient); Sutherland v. Sutherland, 958 A.2d 235, 241 (Del. Ch. 2008) (“[B]usiness dealings
seldom take place between complete strangers and it would be a strained and artificial rule which
required a director to be unacquainted or uninvolved with fellow directors in order to be regarded
as independent.”).
32
See also Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) (“[S]ome financial ties . . .
without more, is not disqualifying. The inquiry must be whether, applying a subjective standard,
those ties were material” to the director, “in the sense that the alleged ties could have affected the
impartiality of the individual director.”); In re Gaylord Container Corp. S’holder Litig., 753 A.2d
462, 465 n.3 (Del. Ch. 2000) (an immaterial financial interest is not disqualifying).
33
The SLC members are receiving reasonable fees as compensation for their service on the SLC,
but those fees are not in any way tied to or contingent upon any particular outcome of the
investigation.
40
the SLC receives in exchange for serving on the Committee is in no way contingent on the outcome
of the investigation. See Ex. 2, Consent: Formation of SLC (resolving “that the members of the
Committee shall receive fees for their service to the Committee in the amount of $75,000 annually
for up to 125 hours of service, with any time in excess of 125 hours to be paid at the rate of $600
an hour, with all fees to be paid quarterly.”) Therefore, the third ALI factor and relevant case law
weigh in favor of disinterestedness and independence.
d. No SLC Member is Subject to a Controlling Influence by

Anyone Involved, or With a Financial Interest in, the
Underlying Conduct
The fourth and final ALI factor asks whether any SLC member is subject to a controlling
influence by anyone with a material pecuniary interest in the outcome of the alleged misconduct
or investigation, such that the SLC member’s judgment is affected in a manner adverse to Exelon.
Lemenestrel, 964 A.2d at 919. Like the other three factors, this factor also weighs in favor of
disinterestedness and independence because, as mentioned above, the SLC members do not have
any meaningful relationships with individuals who are allegedly involved in the purported
misconduct, and as a result, the SLC members are certainly not subject to a controlling influence
by any such individuals. Id.; ALI Principles of Corp. Governance § 1.23 (1994); see Aronson v.
Lewis, 473 A.2d 805, 816 (Del. 1984) (“Independence means that a director’s decision is based on
the corporate merits of the subject before the board rather than extraneous considerations or
influences.”); Rales, 634 A.2d at 936 (a director lacks independence if he is beholden to an
interested party).
The SLC was not influenced or controlled by the IRC, but rather engaged in arm’s length
negotiations with that committee before an impartial mediator. See Jacobs v. Meghji, No. 2019-
1022-MTZ, 2020 WL 5951410, at *9 (Del. Ch. Oct. 8, 2020) (evidence that entity “negotiated
with the Special Committee” did not show “control or influence over” its process). The IRC was
41
in no way involved in the SLC’s investigation, fact finding, or deliberations. Rather, it
“interact[ed] with the Special Committee as a counterparty,” which does not demonstrate
influence, much less controlling influence. In re BGC Partners, Inc. Deriv. Litig., No. 2018-0722-
LWW, 2022 WL 3581641, at *27 n.346 (Del. Ch. Aug. 19, 2022). And regardless, the IRC
members themselves were independent, in that they joined the Exelon Board after the Company
had entered into the DPA and were not involved in the underlying conduct or the investigation
thereof. The IRC did not have any improper interest in the outcome of the SLC’s investigation
and did not exercise a controlling influence over the SLC.
Accordingly, under the ALI Principles and relevant case law, the SLC members are
independent and disinterested and qualified to serve on the SLC, conduct the investigation, and
make the requested determinations.
VI. HIRING AND INDEPENDENCE OF COUNSEL TO THE SPECIAL

LITIGATION COMMITTEE
In April 2021, after thoroughly investigating and confirming the independence, experience,
and qualifications of Dechert, the SLC retained Dechert as its independent outside counsel to assist
the SLC with its investigation.
The SLC met three times to review, consider, and vet potential law firms that could serve
as the SLC’s counsel. The SLC initially considered four law firms, and after examining their
potential conflicts, determined that two of the law firms were not independent from Exelon. The
SLC then interviewed representatives from Dechert and another law firm and discussed their
qualifications, the specific expertise of the attorneys and other members of their teams, and their
initial views on the investigation process and shareholder demand letters. The SLC also reviewed
Dechert’s background materials prior to the interview. Among other things, the SLC confirmed
42
that Dechert has not previously represented Exelon, any of the potential defendants identified in
the Demand Letters, or any directors (or anyone else) who could become potential defendants.
In addition to confirming the independence of Dechert, the SLC also confirmed that
Dechert is highly qualified. Dechert is a leading international law firm with extensive experience
representing clients in all phases of litigation and internal investigations. Dechert’s white-collar
and securities litigation practice is first-rate and nationally recognized. Dechert routinely
represents leading public companies and their directors and officers in class actions, shareholder
derivative suits, and regulatory proceedings across the country, and it has vast experience assisting
with investigations pursued by the boards of public companies in response to shareholder demand
letters. At the outset of the investigation, the SLC inquired, and Dechert confirmed, that Dechert
is independent and has had no previous representation of Exelon or its subsidiaries that rendered
it incapable of acting as independent counsel for the SLC for purposes of this investigation.
The SLC’s outside counsel is thus qualified, independent, and capable of assisting the SLC
in conducting its investigation.
VII. THE SPECIAL LITIGATION COMMITTEE’S INVESTIGATION
The SLC’s investigation spanned nearly two years and involved extensive document
review, interviews, and analysis. The SLC members were actively engaged throughout the
investigation. In addition to numerous informal communications, the SLC formally met with its
counsel on a weekly basis. Overall, the SLC formally met with its counsel via video conference
over 100 times, as well as had numerous informal meetings, telephone calls, and substantive
discussions via video conference immediately following every witness interview. The SLC also
43
held over 35 additional formal meetings without its counsel present. 34 The SLC collectively spent
approximately 2,236 hours working on the investigation, including reviewing and analyzing
documents, participating in witness interviews, analyzing the various factual and legal issues, and
drafting and revising the SLC Report. Counsel for the SLC spent over 30,000 hours supporting
the SLC’s work.
A. Documents Collected and Reviewed by the Special Litigation Committee
The SLC, through its counsel, collected relevant materials from the Company and its
counsel, including over 300,000 documents produced to the Department of Justice in response to
the May 15, 2019 and October 5, 2019 Subpoenas and millions of documents collected as part of
Company counsel’s prior investigative efforts leading up to the DPA. The SLC’s counsel also was
provided access to privileged materials and work-product related to counsel’s prior investigation.35
On numerous occasions throughout the investigation, the SLC’s counsel, in consultation with the
SLC, made additional requests and obtained and reviewed other materials, such as compliance-
related materials, employment and separation agreements, and Exelon and ComEd Board and
Committee materials, among other documents. The SLC’s counsel also had access to and
reviewed the Company’s document productions to the SEC, produced in response to the ongoing
SEC investigation. The SLC and its counsel also monitored the criminal case against Doherty,
34
These meetings are documented in the SLC’s meeting minutes. No presentations or other
materials were prepared for the SLC in connection with these meetings. During these meetings,
the SLC would discuss a range of topics, including advice from counsel.
35
These materials were shared with the express expectation and understanding that the materials
would remain privileged when shared with the SLC. Exelon’s counsel, Jenner, granted the SLC’s
counsel access to these materials, as the SLC was created by the Exelon Board, and, accordingly,
the SLC’s access to these materials does not result in a waiver of the attorney-client privilege. See
In re WeWork Litig., 250 A.3d 901, 911 (Del. Ch. 2020) (granting special committee access to
privileged material does not waive privilege).
44
Hooker, McClain, and Pramaggiore, United States v. McClain, et al., No. 20-CR-812-1; 20-CR-
812-2; 20-CR-812-3; 20-CR-812-4 (N.D. Ill.), including reviewing material briefings and trial
transcripts. On May 2, 2023, the jury in the case ruled each defendant guilty on all respective
counts.
The SLC also issued document holds to relevant custodians, including, but not limited to,
Exelon and ComEd Board members and the individuals named in the Demand Letters. 36 The
SLC’s counsel also conducted scoping interviews of Board members, whose documents were not
previously collected, to determine whether they had relevant documents in their possession and in
what form. Collections of documents were produced to the SLC for former Exelon Board Chair
Mayo Shattuck and former Exelon Board member Ann Berzin. Based on scoping interviews with
the other Board members, the SLC concluded that collecting documents from them would be
unlikely to result in additional relevant, non-duplicative materials.
In total, counsel for the SLC reviewed more than 450,000 documents. Counsel for the
SLC’s document review included, but was not limited to, the documents Exelon produced to the
Department of Justice in response to the May and October 2019 Subpoenas, as well as text
messages gathered from certain custodians. Additionally, the SLC, through its counsel, ran its
own searches over the millions of collected materials and reviewed documents in response to those
searches. Counsel for the SLC also reviewed numerous other materials separately obtained as part
of targeted collections in response to issues that arose throughout the investigation. Counsel for
the SLC also reviewed an extensive amount of publicly available information.
36
Officers, including Crane, Dominguez, and Pramaggiore, received document holds shortly after
the Company received the May 2019 Subpoena.
45
Throughout the entire investigation, the SLC was involved in determining, and was kept
informed of, counsel’s document collection and review process. Specifically, the SLC was
consulted on and provided input regarding the scope of additional relevant documents collected,
as well as counsel’s document review protocols and search terms used during the review process.
The most relevant materials, including emails, documents, and substantive memos, were also
reviewed by the SLC members directly.
B. Interviews Conducted by the Special Litigation Committee
The SLC, through its counsel, conducted substantive interviews of over twenty witnesses
as part of its investigation. The individuals interviewed included relevant current and former
employees and/or members of the Boards of ComEd and Exelon. 37 For a vast majority of the
interviews, all members of the SLC attended by virtual means, and at least two SLC members
attended each interview. The SLC discussed the substance of each interview in detail with its
counsel immediately thereafter.
Counsel for the SLC also heard privileged presentations from counsel for the Company
and SOC on their investigatory efforts in response to the Subpoenas and their respective
representations. Counsel for the SLC discussed these presentations in detail with the members of
the SLC.
37
The SLC did not interview all of the current and former members of the Boards but focused on
those who served on relevant Committees, such as certain members of the Compensation
Committee, the Audit Committee, and the SOC, or otherwise appeared likely to have relevant
information based on the materials reviewed by the SLC. Some individuals had health issues or
were otherwise unavailable to be interviewed.
46
C. Analyses and Presentations by Counsel for the Special Litigation Committee
Counsel for the SLC also prepared a substantial amount of privileged work product, such
as memoranda focusing on key issues in the investigation, which the SLC reviewed, analyzed,
considered, and discussed with counsel. Counsel for the SLC also made privileged presentations
to the SLC on multiple occasions. During these presentations, the SLC members asked questions
and there was extensive discussion about the legal issues presented.
D. Mediation
After nearly a year of extensive investigation, the SLC recommended to the Board that the
SLC engage in mediation in an attempt to settle the claims while the investigation was ongoing.
On March 29, 2022, the Board authorized the SLC to engage in mediation to attempt to negotiate
a settlement of the Demand Letters and derivative actions on terms the SLC determines are in the
best interests of the Company and to make a recommendation to the Board to accept or reject the
proposed resolution in whole or in part. Ex. 3, Resolution: Authorization of SLC. In April 2022,
the SLC and its counsel, representatives of Nominal Defendant Exelon, 38 counsel for the
individuals named in the shareholder demands, Exelon’s insurance carriers, and counsel for the
Demand Shareholders began to mediate the claims before retired U.S. District Court Judge Layn
R. Phillips.
On or about July 19, 2022, during the course of the ongoing mediation, the Exelon Board
unanimously approved the formation of the IRC, comprised of two independent Board members,
Marjorie Rodgers Cheshire and W. Paul Bowers, each of whom joined the Board on or after the
38
Specifically, Gayle Littleton, Exelon Executive Vice President and Chief Legal Officer, and
David Glockner, Exelon Vice President, Compliance, Audit & Risk, participated in the April 2022
mediation session on behalf of Exelon.
47
July 2020 DPA. 39 The IRC is advised by independent counsel, Wachtell, Lipton, Rosen & Katz.
The Board created the IRC to ensure that the Board was able to consider and act on any
recommendation by the SLC; the SLC remained the exclusive body authorized to investigate and
to make a recommendation on the basis of that investigation, with complete independence.
Pursuant to the Resolution of the Board creating the IRC, the IRC is empowered to: “(i) receive
any recommendation(s), report, or other actual or proposed actions, in whatever form, from the
SLC; (ii) consider, on behalf of the Board, whether any recommendation(s), report, or other actual
or proposed actions by the SLC is in the best interests of Exelon; (iii) make a recommendation to
the Board on (a) whether to accept or reject the SLC’s recommendation(s), report, or other actual
or proposed actions, in whole or in part, and (b) what determinations, if any, the Board should
make pursuant to Section 1783(e) of the Pennsylvania Consolidated Statutes with respect to the
Alleged Violations; and (iv) engage in settlement negotiations on behalf of the Board and make
recommendations to the Board with respect to any proposed settlement of the Alleged Violations,
if in each case it shall be deemed by the Independent Review Committee to be in the best interests
of Exelon and consistent with the requirements of the Pennsylvania Consolidated Statutes to do
so.” Ex. 18, Exelon, Board of Directors, Consent: Authorization of Independent Review
Committee (July 19, 2022).
The SLC determined that the Board created the IRC in good faith and that its purpose, as
memorialized in the Consent cited above, serves the best interests of the Company. Rather than
curtail the SLC’s independence or process, the creation of the IRC enabled arms-length mediation
39
Initially, former independent Board member Carlos Gutierrez was also a member of the IRC,
but the SLC understands he withdrew due to concerns about the anticipated time commitment.
Gutierrez did not stand for reelection to the Exelon Board at the 2023 Annual Shareholders
Meeting.
48
discussions to take place directly between the SLC and independent members of the Board—
individuals who joined the Board after the DPA and who had no connection to either the alleged
misconduct underlying the DPA or the pre-DPA investigation.
In addition, the SLC and IRC’s respective authority to make recommendations to the full
Board is consistent with Section 1783(e) of the PBCL, which contemplates the SLC being granted
the authority either to determine or recommend to the Board to determine, among other things,
that it is in the best interest of the Company to settle on the terms determined or recommended by
the SLC. Because the IRC is comprised of independent directors who did not join the Board until
after the alleged misconduct underlying the DPA, the IRC is well-positioned to receive and
consider the SLC’s recommendations.
During the course of the confidential mediation, the SLC and the IRC engaged in seven
arms-length mediation sessions—each represented by its own independent counsel. In February
2023, an all-day in-person mediation session was held at Dechert’s office in New York City. In
addition to the mediators, the following parties participated: the SLC and its counsel; the IRC and
its counsel; Davis Polk & Wardell LLP, counsel for Nominal Defendant Exelon and individual
defendants; Exelon’s insurance carriers; and counsel for each of the shareholders who submitted
the Demand Letters. 40 Settlement negotiations continued thereafter, including additional
confidential mediation sessions with Judge Phillips, and, once corporate therapeutics were
resolved and all material terms had been agreed to, a virtual mediation session was held to discuss
attorneys’ fees.
40
Representatives from the D&O insurance carriers participated virtually.
49
VIII. THE SPECIAL LITIGATION COMMITTEE’S ANALYSIS
A. Legal Standards for Potential Claims
The SLC and its counsel reviewed and analyzed potential causes of action that might be
asserted in relation to the conduct investigated by the SLC and the allegations in the Demand
Letters described above. Although, as set forth above, the Derivative Actions have already been
filed in the Northern District of Illinois and consolidated there, while it was conducting its
investigation, the SLC reviewed law from a variety of jurisdictions as it could not predict with
certainty the jurisdiction(s) in which other potential plaintiffs might pursue a lawsuit. However,
regardless of where a suit is filed, “[i]ssues involving the rights and liabilities of a corporation”
will generally be resolved according to “[t]he local law of the state of incorporation . . . except in
the unusual case where, with respect to the particular issue, some other state has a more significant
relationship to the occurrence and the parties.” Restatement (Second) of Conflict of Laws § 302;
see also RS Investments Ltd. v. RSM US, LLP, 125 N.E.3d 1206, 1220 (Ill. App. Ct. 2019); LaSala
v. Bordier et Cie, 519 F.3d 121, 140 (3d Cir. 2008). Accordingly, the SLC believes that the law
of the Commonwealth of Pennsylvania, the place of incorporation of Exelon, applies to the
underlying claims. In analyzing the potential claims, the SLC has also considered the law of the
states of Illinois, where much of the alleged misconduct arguably occurred, and of Delaware, to
which many states turn for guidance. The SLC examined, among other things, the below-identified
causes of action. 41
1. Breach of Fiduciary Duty
To prevail on a claim for breach of fiduciary duty under Pennsylvania law, a plaintiff must
prove the following elements: (1) “the existence of a fiduciary relationship”; (2) that defendant
“negligently or intentionally failed to act in good faith and solely for [plaintiff]’s benefit”; and (3)
that plaintiff “suffered an injury caused by [defendant]’s breach of his fiduciary duty.” Snyder v.
50
Crusader Servicing Corp., 231 A.3d 20, 31 (Pa. Super. Ct. 2020) (citations omitted); see also
McDermott v. Party City Corp., 11 F. Supp. 2d 612, 626 n.18 (E.D. Pa. 1998) (applying
Pennsylvania law). In Illinois, a plaintiff must show: (1) the existence of a fiduciary duty; (2) a
breach of that fiduciary duty; (3) causation; and (4) harm. Neade v. Portes, 739 N.E.2d 496, 502
(Ill. 2000). Under Delaware law, only two elements must be alleged and proven: (1) a fiduciary
duty existed, and (2) the defendant breached that duty. Estate of Eller v. Bartron, 31 A.3d 895,
897 (Del. 2011).
In all three jurisdictions, the business judgment rule helps shield officers and directors from
liability by establishing a presumption that they make business decisions on an informed basis, in
good faith, and with the honest belief that the course taken was in the best interests of the
corporation. Cuker, 692 A.2d at 1045–47 (Pa. 1997); Ferris Elevator Co., Inc. v. Neffco, Inc., 674
N.E.2d 449, 452 (Ill. App. Ct. 1996); Gantler v. Stephens, 965 A.2d 695, 705–06 (Del. 2009); Rich
ex rel. Fuqi Int’l, Inc. v. Yu Kwai Chong, 66 A.3d 963, 977–79 (Del. Ch. 2013). A plaintiff must
overcome the presumption of the business judgment rule to prevail on a breach of fiduciary duty
claim. Linde v. Linde, 220 A.3d 1119, 1143–44 (Pa. Super. Ct. 2019); Rich, 66 A.3d at 977; Ferris
Elevator, 674 N.E.2d at 453. “The mere fact that a director or officer has made a mistake in
judgment is insufficient to overcome the business judgment rule.” Am. Enter. Bank v. Becker,
2016 IL App (2d) 150179-U, ¶ 61, 2016 WL 380873, at *13 (Ill. App. Ct. Jan. 28, 2016) (internal
citation omitted); see also Cuker, 692 A.2d at 1047; Gagliardi v. TriFoods Int’l, Inc., 683 A.2d
1049, 1053 (Del. Ch. 1996).
One duty owed by directors and officers is the duty of care, which requires “every corporate
director to discharge duties to the corporation with the same diligence, care, and skill which
ordinary prudent persons exercise in their personal affairs.” Anchel v. Shea, 762 A.2d 346, 357
51
(Pa. Super. Ct. 2000) (quoting In re Main, Inc., 239 B.R. 281, 291 (Bankr. E.D. Pa. 1999)); see
also Stamp v. Touche Ross & Co., 636 N.E.2d 616, 620 (Ill. App. Ct. 1993); In re Walt Disney Co.
Deriv. Litig., 907 A.2d 693, 749 (Del. Ch. 2005). But many states—including Pennsylvania,
Illinois, and Delaware—permit companies to exculpate directors from liability arising from a
breach of the duty of care. 15 Pa. C.S. § 1713(a); Del. Code Ann. 8 § 102(b)(7); 805 Ill. Comp.
Stat. 5/2.10 (2003). Exelon’s Bylaws exculpate directors from liability for claims “for monetary
damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive
damages or expenses of any nature, including without limitation, attorneys’ fees and
disbursements),” except to the extent “(i) the director has breached or failed to perform the duties
of his or her office under Subchapter B of Chapter 17 of the [Pennsylvania Business Corporation
Law]; and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness.” See Exelon, Amended and Restated Bylaws § 4.01(b)(1) (Aug. 3, 2020) (emphasis
added). 42
Another duty owed by officers and directors is the duty of loyalty, which requires them to
“devote themselves to corporate affairs with a view to promote the common interests and not only
their own, and they cannot directly or indirectly utilize their position to obtain any personal profit
or advantage other than that enjoyed by their fellow shareholders.” Anchel, 762 A.2d at 357
(quoting In re Main, Inc., 239 B.R. at 291); see also Roberts v. Zimmerman, 2021 IL App (2d)
191088-U, ¶ 66, 2021 WL 352003, at *9 (Ill. Ct. App. Feb. 2, 2021); In re Walt Disney, 907 A.2d
at 751 (citation omitted). Specifically, directors and officers “may not usurp a business
42
Exelon’s Bylaws were amended many times during the period relevant to the DPA, including in
2012, 2016, 2018, and 2020. All citations in this Report are to the 2020 version, unless otherwise
noted. Additionally, language similar or identical to that cited in this Report appeared in each of
these versions, unless otherwise noted.
52
opportunity within the scope of the corporation’s activities for their own personal gain.” In re
Reading Broad., Inc., 390 B.R. 532, 558 (Bankr. E.D. Pa. 2008) (citation omitted); see also
Advantage Mktg. Grp., Inc. v. Keane, 143 N.E.3d 139, 148 (Ill. App. Ct. 2019); In re Pattern
Energy Grp. Inc. S’holders Litig., No. CV 2020-0357-MTZ, 2021 WL 1812674, at *47 (Del. Ch.
May 6, 2021). Pennsylvania law also requires a showing of unjust enrichment (the elements of
which will be discussed below) to prevail on a claim for breach of the duty of loyalty. Bailey v.
Jacobs, 189 A. 320, 324 (Pa. 1937). In Delaware, the duty of loyalty requires directors and officers
to act in good faith. Frederick Hsu Living Tr. v. ODN Holding Corp., No. CV 12108-VCL, 2017
WL 1437308, at *16 (Del. Ch. Apr. 14, 2017), as corrected (Apr. 24, 2017) (citation omitted). A
violation of the duty of loyalty by acting in bad faith requires a plaintiff to allege “either [1] an
extreme set of facts to establish that disinterested directors were intentionally disregarding their
duties or [2] that the decision under attack is so far beyond the bounds of reasonable judgment that
it seems essentially inexplicable on any ground other than bad faith.” In re Oracle Corp. Deriv.
Litig., No. CV 2017-0337-SG, 2018 WL 1381331, at *11 (Del. Ch. Mar. 19, 2018) (citation
omitted).
Finally, some courts have recognized a duty of oversight, though courts differ in their
approaches. Pennsylvania courts analyze alleged failures of oversight exactly how they would
analyze any other claim for breach of fiduciary duty. See, e.g., In re Lemington Home for the
Aged, 777 F.3d 620, 626 (3d Cir. 2015); In re Westinghouse Sec. Litig., 832 F. Supp. 989, 998–99
(W.D. Pa. 1993). Some Illinois courts have taken a similar approach. See Stamp, 636 N.E.2d at
622; F.D.I.C. ex rel. Wheatland Bank v. Spangler, 836 F. Supp. 2d 778, 787 (N.D. Ill. 2011).
In Delaware, a claim of director liability for “sustained or systematic failure of the board
to exercise oversight failure” is known as a “Caremark claim.” In re Caremark International Inc.
53
Deriv. Litig., 698 A.2d 959, 971 (Del. Ch. 1996); see also In re McDonald’s Corp. Stockholder
Deriv. Litig., 289 A.3d 343, 349 (Del. Ch. 2023) (applying Caremark to corporate officers). To
demonstrate director oversight liability, Delaware courts require a showing that: “(a) the directors
utterly failed to implement any reporting or information system or controls; or (b) . . . consciously
failed to monitor or oversee its operations.” Stone ex rel. AmSouth Bancorporation v. Ritter, 911
A.2d 362, 370 (Del. 2006) (en banc). Under either theory, “liability requires a showing that the
directors knew that they were not discharging their fiduciary obligations.” Id. Given these
stringent standards, Delaware courts often remark that a Caremark claim “is possibly the most
difficult theory in corporation law upon which a plaintiff might hope to win a judgment.” Id. at
372 (citation omitted).
Given that Exelon is a Pennsylvania corporation, the SLC anticipates that any lack of
oversight claims would be analyzed under Pennsylvania law governing alleged breaches of
fiduciary duty.
2. Aiding and Abetting a Breach of Fiduciary Duty
In Pennsylvania, “[t]he elements of a claim of aiding and abetting a breach of fiduciary
duty are: ‘(1) a breach of fiduciary duty owed to another; (2) knowledge of the breach by the aider
and abettor; and (3) substantial assistance or encouragement by the aider and abettor in effecting
that breach.’” Commonwealth v. RBC Cap. Markets Corp., 264 A.3d 825, at *24 (Pa. Commw. Ct.
2021) (citing Koken v. Steinberg, 825 A.2d 723, 732 (Pa. Commw. Ct. 2003)). Delaware and
Illinois have adopted similar approaches. See Thornwood, Inc. v. Jenner & Block, 799 N.E.2d
756, 767–68 (2003), as modified on denial of reh’g (Nov. 10, 2003); Malpiede v. Townson, 780
A.2d 1075, 1096 (Del. 2001) (en banc).
54
3. Inducing a Breach of Fiduciary Duty
In Pennsylvania and Delaware, courts have not yet recognized a cause of action for
inducement of breach of fiduciary duty. To succeed on this claim in Illinois, which has recognized
such a claim, a plaintiff must show that the defendant: (1) colluded with the fiduciary in
committing a breach of duty; (2) induced or participated in such breach; and (3) obtained the
benefits resulting from the breach of duty. Paul H. Schwendener, Inc. v. Jupiter Elec. Co., 829
N.E.2d 818, 828 (Ill. App. Ct. 2005) (citation omitted).
4. Unjust Enrichment
In Pennsylvania, to prevail on a claim for unjust enrichment, the plaintiff must prove:
(1) benefits conferred on defendant by plaintiff; (2) appreciation of such benefits by defendant;
and (3) acceptance and retention of such benefits under such circumstances that it would be
inequitable for defendant to retain the benefit without payment of value. Mitchell v. Moore, 729
A.2d 1200, 1203 (Pa. Super. Ct. 1999) (citation omitted). In Illinois, the elements of a claim of
unjust enrichment are: (1) the defendant unjustly retained a benefit to the plaintiff’s detriment; and
(2) the defendant’s retention of the benefit violates the fundamental principles of justice, equity,
and good conscience. HPI Health Care Servs., Inc. v. Mt. Vernon Hosp., Inc., 545 N.E.2d 672,
679 (Ill. 1989). In Delaware, unjust enrichment is defined as “the unjust retention of a benefit to
the loss of another, or the retention of money or property of another against the fundamental
principles of justice or equity and good conscience.” See Nemec v. Shrader, 991 A.2d 1120, 1130
(Del. 2010) (en banc) (internal quotations removed). In all three jurisdictions, a cause of action
based upon unjust enrichment does not require fault or illegality on the part of the enriched party
who retains the benefit. Nat’l Union Fire Ins. Co. of Pittsburgh v. DiMucci, 34 N.E.3d 1023, 1043
(Ill. App. Ct. 2015); Torchia ex rel. Torchia v. Torchia, 499 A.2d 581, 583 (Pa. Super. Ct. 1985);
In re Tyson Foods, Inc., 919 A.2d 563, 602 (Del. Ch. 2007).
55
5. Waste of Corporate Assets
The Pennsylvania Supreme Court has not yet adopted a definition of “waste,” but the
Pennsylvania Court of Common Pleas has permitted a waste claim to proceed after analyzing it
under the definitions in the second edition of Summary of Pennsylvania Jurisprudence
(“Pennsylvania Jurisprudence”) and the ALI Principles. See generally White v. George, No. 1999-
52470, 2004 WL 1739862, (Pa. Ct. C. P. Apr. 23, 2004). Under the ALI Principles definition,
waste of corporate assets “involves an expenditure of corporate funds or a disposition of corporate
assets for which no consideration is received in exchange and for which there is no rational
business purpose.” See ALI Principles of Corp. Governance § 1.42 (1994). Under the
Pennsylvania Jurisprudence definition, “there has to be something more than a decision adverse to
the petitioner. . . . For there to be waste, there must be a blatant squandering of assets to the
detriment of the business entity, as if the sole purpose were to harm the entity.” Summ. Pa. Jur.
2d Business Relationships § 11:24; see also Simms v. Exeter Architectural Prods., Inc., 868 F.
Supp. 668, 673 (M.D. Pa. 1994).
Under Delaware law, “directors waste corporate assets when they approve a decision that
cannot be attributed to any rational business purpose.” Calma ex rel. Citrix Sys., Inc. v. Templeton,
114 A.3d 563, 590 (Del. Ch. 2015) (internal quotations removed). To prevail on a waste of
corporate assets claim, “it must be reasonably conceivable that the directors authorize[d] an
exchange that [was] so one sided that no business person of ordinary, sound judgment could
conclude that the corporation has received adequate consideration.” Id. (internal quotations
removed). A plaintiff must also “overcome the general presumption of good faith by showing that
the board’s decision was so egregious or irrational that it could not have been based on a valid
assessment of the corporation’s best interests.” In re Boeing Co. Deriv. Litig., No. 2019-0907-
MTZ, 2021 WL 4059934, at *35 (Del. Ch. Sept. 7, 2021) (internal quotations removed).
56
Illinois courts have not addressed claims for waste of corporate assets under Illinois law,
but they have applied Delaware corporate waste principles to cases involving Delaware
corporations. See, e.g., Fournie v. Belleville Concrete Contracting Co., 2021 IL App (5th)
190158-U, ¶ 62, 2021 WL 858671, at *11 (Ill. App. Ct. Mar. 8, 2021). They have also looked to
Delaware case law and the ALI Principles in other contexts. See Apostolou v. Aynessazian, 2016
IL App (1st) 140696-U, ¶ 34, 2016 WL 5885052, at *7 (Ill. App. Ct. Sept. 30, 2016); LID Assocs.
v. Dolan, 756 N.E.2d 866, 885 n.12 (Ill. App. Ct. 2001).
6. Negligence
To prevail on a negligence claim in Pennsylvania, Illinois, or Delaware, a plaintiff must
prove: (1) the defendant owed a duty of care to the plaintiff, (2) the defendant negligently breached
that duty, (3) the breach resulted in injury to the plaintiff, and (4) the plaintiff suffered an actual
loss or damage. Weiley v. Albert Einstein Med. Ctr., 51 A.3d 202, 217 (Pa. 2012) (internal
quotation and citation omitted); Jarosz v. Buona Cos., LLC, 206 N.E.3d 189, 200 (Ill. App. Ct.
2022); Jones v. Crawford, 1 A.3d 299, 302 (Del. 2010) (en banc). A claim for negligence is a
common law tort claim and is separate and distinct from a breach of fiduciary duty claim.
However, courts often find that if a breach of fiduciary duty claim fails, the common law
negligence claim fails for the same reason. See Landmark Am. Ins. Co. v. Deerfield Constr., Inc.,
No. 15 C 1785, 2016 WL 2977274, at *7–8 (N.D. Ill. May 19, 2016) (finding negligence claims
and breach of fiduciary claims both failed where plaintiff did not establish a duty owed by
defendant); Weinstein v. JP Morgan Chase/Chase Fin., No. CIV.A. 12-361, 2013 WL 1951993,
at *4 (E.D. Pa. May 8, 2013) (same).
7. Federal Securities Laws
If a court finds that Exelon made false or misleading statements to investors, as has been
alleged in the Flynn Action, Exelon could seek contribution from any officers or directors
57
responsible for making the statements alleged to be false and misleading. See Heizer Corp. v.
Ross, 601 F.2d 330, 334 (7th Cir. 1979). The Supreme Court has held that there is a right to pro
rata contribution for liability imposed for the implied private cause of action under § 10(b) of the
Exchange Act. Musick, Peeler & Garrett v. Emps.’ Ins. of Wausau, 508 U.S. 286, 298 (1993). Of
course, to be liable under § 10(b), an officer or director must be considered a “maker” of a false or
misleading statement, defined as “the person or entity with ultimate authority over the statement,
including its content and whether and how to communicate it.” Janus Cap. Grp., Inc. v. First
Deriv. Traders, 564 U.S. 135, 142 (2011). Additionally, under 15 U.S.C. § 78u-4, civil defendants
found to have “knowingly committed a violation of the securities laws” are jointly and severally
liable for damages, with contribution rights under certain circumstances. In other words, to be
liable for contribution, the individual director or officer would need to have acted with scienter.
See Ray v. Citigroup Global Markets, Inc., No. 03 C 3157, 2004 WL 1794927, at *2 (N.D. Ill.
Aug. 4, 2004).
Section 29(b) of the 1934 Exchange Act allows contracts to be voided where they are
“made in violation” of the Act or “the performance of which involves the violation of [the Act].”
Many courts have found that this section is only applicable where a contractual term itself violates
the Act but, at the very least, the violation must be “inseparable” from the contract. See, e.g., GFL
Advantage Fund, Ltd. v. Colkitt, 272 F.3d 189, 202 (3d Cir. 2001).
8. Blue Sky Laws
In addition to the federal securities laws, Pennsylvania, Illinois, and Delaware have enacted
so-called “Blue Sky Laws,” which are designed to protect investors against certain fraudulent
practices. See 70 Pa. C.S. § 1-401; 815 Ill. Comp. Stat. 5/12 (2019); Del. Code. 6 § 73-201 (2021).
These laws are similar to their federal counterparts. Pennsylvania courts have stated that the
elements of a claim under 70 Pa. C.S. § 1-401 are (1) the defendant made misstatements or
58
omissions of material fact, (2) with scienter, (3) in connection with a purchase or sale of securities,
(4) upon which the plaintiff relied, and (5) the plaintiff’s reliance caused injury. Mimi Invs., LLC
v. Tufano, 268 A.3d 408, at *2–3 (Pa. Super. Ct. 2021); 43 see also Foster v. Alex, 572 N.E.2d 1242,
1246 (Ill. App. Ct. 1991) (interpreting Illinois Blue Sky Law); Hubbard v. Hibbard Brown & Co.,
633 A.2d 345, 349 (Del. 1993) (interpreting Delaware securities law).
9. Clawback Actions
Clawback actions arise pursuant to the Company’s policies or contracts, including for
example, employment and/or separation agreements. Upon the enactment of the Dodd-Frank Act
in 2010, clawback (or recoupment) policies were mandated for all public companies, and Exelon
subsequently adopted such a policy. Exelon, Definitive Proxy Statement (Schedule 14A), 58 (Apr.
1, 2014). The Company has continued to revise the policy as federal guidance has changed, and
under the 2018 Recoupment Policy, which was contained within the Company’s then-governing
Corporate Governance Principles, it provides as follows:
The Board may seek to recoup incentive compensation paid or payable to current
and former incentive plan participants if, in its sole discretion, the Board determines
that:
• The incentive compensation was based on the achievement of financial or other

results that were subsequently restated or corrected;
• The incentive plan participant engaged in misconduct that caused or contributed
to the need for restatement or correction;
• A lower incentive plan award would have been made to the participant based
on the restated or corrected results; and
• Recoupment is not precluded by applicable law or employment agreements.
The Board or the Compensation and Leadership Development Committee may also
seek to recoup incentive compensation paid or payable to current and former
43
Note, however, that the Pennsylvania Supreme Court granted certiorari on whether there is a
scienter requirement. Order Granting Certiorari, Mimi Invs., LLC v. Tufano, No. 641 MAL 2021,
2022 WL 1222336, at *1 (Pa. Apr. 26, 2022). Oral argument was heard on March 8, 2023. Docket,
Mimi Invs., LLC v. Tufano, No. 57 MAP 2022 (Pa. Mar. 8, 2023).
59
incentive plan participants if, in its sole discretion, the Board or Compensation
Committee determine that:
• The current or former incentive plan participant breached a restrictive covenant

or engaged or participated in misconduct or intentional or reckless acts or
omissions or serious neglect of responsibilities that caused or contributed to a
significant financial loss or serious reputational harm to Exelon or its
subsidiaries regardless of whether a financial statement restatement or
correction of incentive plan results was required; and
• Recoupment is not precluded by applicable law or employment agreements.
Exelon, Corporate Governance Principles, 15 (Jan. 30, 2018). 44
In addition, an individual’s employment or separation agreements might include provisions
entitling the Company to clawback compensation. For example, a form separation agreement for
senior management appended to Exelon’s May 2, 2018 Form 10-Q (“2018 Form Separation
Agreement”) includes broad language requiring recoupment of benefits by virtue of the
executive’s conduct while employed at the Company “[i]n the event that [the] Executive has
breached any of the Restrictive Covenants [non-solicitation and confidentiality agreement] or the
Waiver and Release or has engaged in conduct during his or her employment with the Company
that would constitute grounds for termination for Cause (as defined in the Exelon Corporation
Senior Management Severance Plan).” Exelon, Quarterly Report (Form 10-Q), Ex. 10.1 (Form of
Separation Agreement Under Exelon Corporation Senior Management Severance Plan (As
Amended and Restated Effective November 1, 2015) (May 2, 2018). In such circumstances, the
“benefits under this Agreement shall terminate immediately, and Executive shall reimburse Exelon
for any benefits received.” Id. Accordingly, to the extent separation, employment, or other
44
Exelon revised its Corporate Governance Principles, including the Recoupment Policy (which
it renamed a Clawback Policy) in 2022. Exelon, Corporate Governance Principles, 13 (July 26,
2022),
https://www.exeloncorp.com/company/Documents/EXC_CorporateGovernancePrinciples.pdf.
As discussed in the Recommendations section of this report, the Settlement Terms include
revisions to the policy.
60
agreements grant to the Company clawback rights, compensation paid to employees might be
subject to clawback. 45
B. Overview of Admissions in DPA and Issues Investigated
As set forth herein, the SLC’s investigation spanned nearly two years and included dozens
of witness interviews, review of hundreds of thousands of documents, and consultations with
subject matter experts. In the following subsections, the SLC provides an overview of the
admissions in the DPA and issues investigated by the SLC, with citations to supporting public
documents. This summary is not intended to be an exhaustive recitation of all issues or facts
potentially related to the allegations in the Demand Letters or covered in the SLC’s investigation.
Additionally, the SLC has determined that it would be contrary to the Company’s best interests to
set forth detailed factual findings of the SLC’s investigation, as the Company is currently subject
to a SEC investigation, and the settlement in the Flynn Action is pending final approval.
1. ComEd’s Admissions Made in Connection with the DPA
a. Payments to Madigan Associates Under the JDDA Contract
The SLC investigated ComEd’s admissions in connection with the DPA about hiring
Madigan’s associates through JDDA to influence and reward Madigan as a public official. Ex. 1,
DPA, Attachment A, at A-4 to A-8; United States v. Redacted Phone Number, No. 3:19-mj-03077,
at Dkt. #22 ¶¶ 58, 60 (C.D. Ill. May 13, 2019) (hereinafter “Search Warrant Affidavit”). Between
2011 and 2019, Madigan and McClain, who served as a lobbyist and consultant to ComEd and had
a close personal relationship with Madigan, sought to obtain jobs, vendor contracts and
45
As discussed below, see infra VIII.C.1., Exelon is subject to certain indemnification and
advancement obligations. To the extent Exelon has the right to pursue recoupment of advanced
amounts, such claims would be governed by the rights and obligations in Exelon’s Bylaws and/or
other related agreements.
61
subcontracts, and monetary payments from ComEd for various associates of Madigan. Ex. 1,
DPA, Attachment A, at A-4. ComEd admitted that over the course of approximately eight years,
it made indirect payments totaling approximately $1,324,500 to Madigan’s associates, who
performed little or no work for ComEd. Id. at A-8. (In addition to Nice, Olivo, and Zalewski,
who were identified in an anonymized fashion in the DPA, the SLC investigated whether ComEd
made subcontractor payments to Madigan associate Moody through JDDA beginning in
approximately 2013. 46) Specifically, between 2011 and 2019, Doherty executed written contracts
and submitted false invoices to ComEd that sought payment for Doherty’s consulting advice
through his company JDDA, when in fact a portion of JDDA’s compensation was intended for
Madigan’s associates, who did little or no work for ComEd. Id. at A-5. Because those individuals
were paid indirectly through the JDDA consulting contract, the payments were not reflected or
identifiable in ComEd’s vendor payment system; discussions between and among Doherty,
McClain, and other individuals at ComEd appeared to stress the need for secrecy. Search Warrant
Affidavit ¶¶ 58-59; Ex. 1, DPA, Attachment A, at A-7 & A-8.
The SLC also investigated which ComEd or Exelon officers or directors were aware of this
subcontractor arrangement. ComEd acknowledged in the DPA that certain senior executives and
agents were aware of the subcontractor payments to Madigan’s associates, and that those payments
were intended to influence and reward Madigan in connection with his official duties and thereby,
advance ComEd’s business interests. Ex. 1, DPA, Attachment A, at A-5 & A-6. According to
public documents, Hooker and McClain first developed the plan for ComEd to make payments to
46
The SLC also investigated whether ComEd used a similar arrangement to make payments to
other Madigan associates, such as Acevedo and Apex Strategy LLC (“Apex Strategy”), a company
affiliated with relatives of Acevedo, in an attempt to influence Madigan. The SLC also
investigated whether, unlike the associates nested under the JDDA contract, Apex Strategy and
Acevedo performed some work for ComEd.
62
Madigan’s associates as “subcontractors” under the JDDA contract. Id. at A-4; see also Search
Warrant Affidavit ¶¶ 58, 60. In a recorded phone call, McClain described Pramaggiore as being
“all in” on the JDDA arrangement. Search Warrant Affidavit ¶ 61. Marquez has admitted in
connection with his plea to conspiracy to commit bribery that he facilitated payments to Madigan’s
associates, who did little or no work, and that Pramaggiore knew about the payments. United
States v. Marquez, No. 20-cr-00602, at Dkt. #13, pp. 6-7 (N.D. Ill. Sept. 29, 2020). Indeed,
Pramaggiore referred to the subcontractors as the “roster.” Ex. 1, DPA, Attachment A, at A-6.
Marquez also told Dominguez in a recorded call that the subcontractors “don’t do anything” and
“[a]ll they do is collect a check,” but Dominguez renewed the contract with JDDA and continued
with the payments to the subcontractors anyway. See Search Warrant Affidavit ¶¶ 58-70.
In addition, the SLC investigated the policies and procedures that Exelon and its
subsidiaries, including ComEd, had in place prior to the DPA to govern requests or referrals from
politicians (or those connected to such politicians) regarding candidates for employment or third-
party lobbyists and consultants, including those policies addressing domestic bribery. The SLC
also considered whether any pre-DPA policies were arguably violated by the conduct underlying
the DPA and the related factual admissions, including Exelon’s Code of Conduct, which required
the complete and accurate disclosure of business transactions and prohibited providing anything
of value to a government official without the prior approval of Government and Regulatory Affairs
or the Legal Department.
Post-DPA, as part of its remediation efforts, Exelon implemented policies aimed at
preventing these issues from recurring, including enhanced monitoring of external lobbyists and
63
consultants. 47 While these policies are an important step towards preventing such issues in the
future, the Settlement Terms the SLC is recommending include substantial additional revisions to
these policies as well as significant other corporate therapeutics.
b. Retention of the Reyes Kurson Law Firm
The SLC also investigated ComEd’s admissions in the DPA regarding its hiring and
retention of the Reyes Kurson law firm to influence and reward Madigan and which officers or
directors at ComEd or Exelon, if any, were involved in the relevant decisions. Ex. 1, DPA,
Attachment A, at A-10 & A-11. Around 2011, ComEd retained the Reyes Kurson law firm and
agreed to provide that firm 850 hours of work per year, doing so in part because it understood that
giving this contract to the firm was important to Madigan. Id. When the contract was up for
renewal around 2016, personnel within ComEd sought to reduce the number of hours of legal work
guaranteed to Reyes Kurson, and the firm complained to McClain about it. Id. McClain turned to
Pramaggiore for help, noting “how valuable [Victor Reyes] is to our Friend” and warning that
Madigan would probably call McClain about the Reyes Kurson contract. Id. Pramaggiore replied
that she was “on this” and assigned a ComEd employee to ensure that Reyes Kurson’s contract
was renewed; this employee ordinarily had no oversight over ComEd’s legal department or choice
of outside counsel but was a “project manager” tasked with obtaining legislative approval of FEJA.
Id. Around June 2016, ComEd agreed to renew the Reyes Kurson contract “with substantially
reduced annual hours.” Id. ComEd’s actions were, in part, designed to influence Madigan in
connection with his official duties, including the promotion and passage of FEJA. Id.
47
See Exelon, Policy Documents, https://www.exeloncorp.com/leadership-and-
governance/governance-overview.
64
The SLC also investigated whether the timing of the decisions relating to the Reyes Kurson
contract came at a time when significant Illinois legislation favorable to ComEd was pending. The
SLC’s investigation also included whether, prior to the DPA, ComEd had specific policies and
procedures in place that governed politically motivated contracts. Additional revisions to the post-
DPA policies are part of the Settlement Terms.
c. Election of Ochoa to the ComEd Board
The SLC investigated ComEd’s admissions in connection with the DPA that it appointed
Ochoa to ComEd’s Board of Directors “in part, with the intent to influence and reward [Madigan]
in connection with [his] official duties.” Id. at A-10. The SLC’s investigation included whether
Ochoa was ultimately qualified for a position on the ComEd Board, whether there were issues with
his election from procedural, substantive, and/or corporate governance perspectives, as well as the
circumstances surrounding Ochoa’s departure from the ComEd Board. The SLC also investigated
the extent to which ComEd and Exelon officers and directors were aware of Madigan’s request to
elect Ochoa to the ComEd Board.
In the DPA, ComEd admitted that in 2017, Madigan sought the appointment of Ochoa to
the ComEd Board. McClain relayed the request to Pramaggiore, who asked McClain if Madigan
would instead be satisfied if Ochoa were offered a part-time job that paid the same amount as a
Board position. Id. at A-9 & A-10. McClain told Pramaggiore to “keep pressing” for Ochoa’s
appointment, and she agreed to do so, reassuring him that she would “take care” of McClain and
“our friend”—a moniker for Madigan 48—as they had taken “good care” of her. Id. at A-10. In
48
As McClain explained it in a recorded phone call, ComEd employees referred to Madigan as
“our friend” to conceal who they were talking about from Company outsiders. Search Warrant
Affidavit, at p. 24 n.22. McClain relayed a story about a ComEd employee who he said was fired
after a relative of Madigan’s overheard that employee repeatedly referring to Madigan as “the
Speaker” in a public place. Id.
65
April 2019, Pramaggiore texted McClain to let him know she had Board approval to appoint Ochoa
and ComEd filed a formal notice of Ochoa’s appointment with the SEC. Id. Although ComEd
and Exelon conducted due diligence regarding Ochoa and ultimately found him to be qualified for
the Board position, no one at ComEd or Exelon recruited Ochoa to serve as a director, nor did
ComEd interview or vet other outside candidates. Id. ComEd appointed Ochoa, in part, to
influence and reward Madigan in connection with his official duties. Id. The SLC also
investigated when Ochoa was ultimately approved to be submitted for election by the ComEd
Board, as well as the individuals involved and the process for such approval, including what
materials were ultimately provided to the ComEd Board and the involvement, if any, of the Exelon
Corporate Governance Committee.
Post-DPA, Exelon made changes to its policies and procedures to address issues relating
to the election process, and additional revisions to those policies and procedures are included in
the Settlement Terms.
d. Guaranteed Internships for Madigan’s Ward
The SLC also investigated whether, between 2013 and 2019, as admitted in the DPA,
ComEd hired students from Madigan’s ward with the intent to influence and reward him. Id. at
A-12. As part of its internship program, ComEd accepted a specified target number of student
interns from the 13th Ward (Madigan’s primary base) who were recommended by associates of
Madigan, including McClain. Id. ComEd hired these students in part “with the intent to influence
and reward [Madigan] in connection with [his] official duties.” Id. In addition, the SLC
investigated which officers and directors, if any, at ComEd and Exelon were involved with or had
knowledge of the practice of hiring interns recommended by Madigan, and whether, pre-DPA,
ComEd’s policies and procedures at the time addressed such issues. The SLC has reviewed the
66
Company’s revisions to its policies and procedures governing these issues; further revisions are
included in the Settlement Terms.
2. Other Related Conduct
a. Other Rewards Given to Madigan
In addition to the payments to Madigan allies identified in the DPA, the SLC also
investigated whether there were other hiring-related requests or referrals to ComEd or Exelon that
appear to have originated from Madigan, whether through McClain or otherwise attributed to “our
friend.” The SLC’s investigation included analyzing whether these referrals or recommendations
were well qualified, passed tests required for their applications, or received negative feedback on
their interviews, who from ComEd or Exelon was involved in facilitating such requests, whether
Exelon or ComEd Board members were aware of any such requests, and whether ComEd or Exelon
pushed back on certain requests.
b. Other Political Hiring
The SLC also investigated whether Exelon or ComEd entertained employment requests or
referrals from other politicians, and whether McClain was involved in some of these referrals and
exerted pressure on ComEd to hire the candidates in question. The SLC’s investigation included
an analysis regarding which executives at ComEd or Exelon may have been aware of or facilitated
such requests, as well as whether Exelon or ComEd Board members were aware of such requests.
c. ComEd Relationship with Illinois Senator Martin Sandoval
As requested by certain Demand Letters, the SLC also investigated Sandoval’s connections
to ComEd, given his 2020 guilty plea to bribery and tax offenses in the Northern District of Illinois.
United States v. Sandoval, No. 1:20-cr-56, at Dkt. #12 (Plea Agreement) ¶ 6a (N.D. Ill. Jan. 28,
2020).
67
The SLC’s investigation included whether and to what extent Sandoval prompted ComEd
to hire his daughter, Angie Sandoval, as an intern in May 2012 and which officers or directors, if
any, were aware of any such request. The SLC also analyzed the circumstances surrounding her
being hired for a permanent position, the various promotions she received over time, and whether
she was given preferential treatment due to her father’s position as a politician. The SLC also
analyzed which executives were involved in any such promotions and whether Angie Sandoval
was qualified for the promotions and not promoted solely to curry favor with her father.
The SLC also investigated whether Sandoval advocated for three specific Minority
Business Enterprises (“MBEs”) to obtain work from ComEd: Industrial Fence, Inc., Power
Washing Pros, and GSG Consultants, Inc. In investigating this issue, the SLC analyzed whether
ComEd acted appropriately, resisting pressure from Sandoval and instead making decisions that
were most advantageous to ComEd from a business perspective. The SLC also analyzed whether
Sandoval’s advocacy for these businesses was consistent with his long-term efforts to make sure
“minorities, women and people with disabilities are adequately represented in state contracts.” 49
Finally, the SLC investigated whether ComEd and Exelon made Political Action
Committee (“PAC”) and corporate contributions to Sandoval between 2010 and 2019 and whether
the amount of the contributions exceeded applicable limits or were otherwise inconsistent with
Exelon or ComEd’s general approach to corporate contributions.
49
Sandoval applauds more than $2 billion in diverse spending, MARTIN A. SANDOVAL: 11TH
SENATE DISTRICT (Sept. 11, 2018), https://www.senatormartinsandoval.com/2-uncategorised/243-
sandoval-applauds-more-than-2-billion-in-diverse-spending/.
68
d. Allegations of Payments to Kevin Quinn
In July 2019, the Chicago Sun Times reported that, after longtime Madigan aide Kevin
Quinn was fired for sexual harassment, five former or current ComEd lobbyists started sending
Quinn money from September 2018 through January 2019. 50 The SLC investigated whether there
was any evidence that these lobbyists were acting on the Company’s behalf or that ComEd or
Exelon was otherwise involved in orchestrating the payments to Quinn, or whether ComEd
employees merely found out about these payments after they had already occurred. The SLC also
investigated whether the payments in question came from Exelon or ComEd accounts as opposed
to the personal accounts of lobbyists, and whether any officers or directors were involved in or had
advance knowledge of these lobbyists’ actions.
e. Political Campaign Contributions
The SLC investigated whether Exelon’s political campaign contributions presented any
legal or compliance issues, including Exelon and its subsidiaries’ efforts to ensure compliance with
campaign contribution rules and limits. Specific issues investigated included whether the
Company fundraised for various Democrats and provided the fundraised donations to Madigan
and whether that practice was in any way illegal, including ComEd representatives delivering
personal donations to politicians directly, and the contours of Exelon and ComEd’s Executive
Volunteer Contributions Program, which encouraged employees to donate to campaigns. As part
of its investigation, the SLC also examined whether Exelon and ComEd’s campaign contributions
to Madigan or other politicians increased at specific points in time, whether the timing coincided
with certain legislative efforts, and the extent to which the ComEd Board or the Exelon Board had
50
See EDITORIAL: Connecting the dots on Mike Madigan, ComEd lobbyists and your electric bill
(July 25, 2019), https://chicago.suntimes.com/2019/7/25/8930208/house-speaker-michael-
madigan-comed electric-kevin-quinn-exelon-smith-haley-sun-times-editorial.
69
knowledge of political campaign contributions. The SLC also investigated whether there was any
evidence of payments to Madigan, Sandoval, or other public officials or candidates made by way
of political campaign contributions that were unlawful or in violation of 18 U.S.C. § 201(b), which
relates to bribery of public officials.
As discussed, the Settlement Terms include additional revisions to the applicable policies
that were revised post-DPA to address the various issues investigated above in this Section
VIII.B.2(a)-(e).
3. Board Oversight Issues
The SLC also investigated the extent to which the Boards of the two companies were aware
of the alleged wrongdoing and/or exercised appropriate oversight.
With respect to the period prior to the DPA, the SLC analyzed the Exelon Board and its
Committees’ oversight of risk management, compliance related issues, including without
limitation, breaches of the Code of Conduct, and public statements relating to such issues. In
investigating these issues, the SLC reviewed and analyzed the types of information the Exelon
Board received and discussed regarding policy issues, legislative efforts, and government
outreach, 51 and what issues were left to management. Similarly, the SLC also investigated what
information the Exelon Audit Committee received regarding compliance issues relating to
lobbying and governmental activities. In addition, the SLC investigated what types of information
the Exelon Board and Corporate Governance Committee received and discussed regarding
Exelon’s political contributions, and whether such information placed the Exelon Board on notice
51
Exelon’s 10-Ks have stated that “[s]ubstantial aspects of the Registrants’ businesses are subject
to comprehensive Federal [sic] or state legislation and/or regulation,” such that “[f]undamental
changes in regulations or adverse legislative actions affecting the Registrants’ businesses would
require changes in their business planning models and operations.” See, e.g., Exelon, Annual
Report (Form 10-K), 34 (Feb. 25, 2022).
70
of potential risks and compliance related issues. The SLC further investigated the committee
structure of the Exelon Board, and the level of responsibility and oversight the various Committees
were intended to provide. The SLC investigated similar issues relating to the ComEd Board. The
SLC likewise investigated whether members of the Exelon Board or ComEd Board breached their
fiduciary duties by allowing purportedly false or misleading statements or omissions in the
Company’s SEC filings and other public statements, including without limitation, the underlying
conduct which is alleged in the Flynn Action. 52
The SLC also investigated the Exelon Board’s conduct following the Company’s receipt
of the May 2019 Subpoena, including when notification of the Subpoena was provided to the Board
and the Board’s formation of a SOC to oversee the response to the Government’s investigation
and its hiring of outside counsel. 53 The SLC evaluated the SOC’s role and the steps it took to
oversee the investigation, including monitoring the investigation’s progress and findings through
briefings from counsel and management. The SLC also evaluated the full Exelon Board’s
oversight of the investigation and reliance on and briefings from the SOC. In addition, the SLC
analyzed the extent to which the ComEd Board was involved in overseeing the investigation and
the underlying reasons for the Exelon Board taking primary responsibility for this role. The SLC
also analyzed management’s involvement and role in the investigation and the SOC’s knowledge
52
The Company is represented by separate counsel in the Flynn Action, which has culminated in
a preliminary settlement of all claims asserted therein and is pending final approval. See Flynn v.
Exelon, No. 1:19-cv-08209, at Dkts. # 190-193 (N.D. Ill. May 26, 2019). To the extent that the
claims in the Flynn Action overlapped with the allegations in the Demand Letters, such allegations
were included in the SLC’s investigation. The SLC also investigated whether the Company had
in place effective compliance-related internal controls and the Board’s oversight of those controls.
53
As requested by certain Demand Letters, the SLC investigated the independence of the Board
members, including but not limited to, the independence of former director Shattuck given his
alleged employment and purported financial ties to the Company, as well as other members of the
SOC.
71
and oversight of their participation. The SLC also investigated the SOC, the Exelon Board, and
the ComEd Board’s involvement in negotiating, reviewing, and/or approving the DPA. In
addition, the SLC investigated the factors and information Exelon’s Compensation Committee
and/or Board considered in making decisions relating to the compensation or retirement of any
senior executives who allegedly failed to oversee the organization adequately or had knowledge
of, or participated in, certain aspects of the alleged misconduct. Exelon, Definitive Proxy
Statement (Schedule 14A), 43 (Mar. 18, 2020); Exelon, Definitive Proxy Statement (Schedule
14A), 42-52, 79 (Mar. 17, 2021). This included, but was not limited to, investigating the
circumstances of certain individuals’ departures from the Company, including Pramaggiore’s. The
SLC also investigated the decision not to immediately pursue potential clawback claims against
certain former employees of the Company, including the extent to which those claims were
preserved and whether the Board and Compensation Committee’s determinations with respect to
those potential claims were made in good faith.
As discussed below, the SLC believes that more robust and focused policies and procedures
could have assisted the Exelon and ComEd Boards in carrying out their respective fiduciary duties
and that certain changes relating to the composition and the structure of the Exelon and ComEd
Boards would be beneficial to the Company. The SLC notes that during the course of the SLC’s
investigation, the compositions of the Exelon and ComEd Boards have changed. The Settlement
Terms include additional substantial reforms to Board composition and oversight.
4. Compliance Culture Issues
The SLC also reviewed Exelon and ComEd’s compliance programs during the relevant
time period. The SLC reviewed the efforts by Exelon’s compliance professionals, along with its
Audit and Risk professionals, to install, maintain, and improve a functioning compliance program
and associated controls. The SLC’s analysis included a review of all applicable existing
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compliance-related policies for the relevant period prior to the DPA, as well as those policies and
procedures revised and implemented post-DPA. The SLC also investigated whether, with the
benefit of hindsight, the Company should increase its focus on risks related to domestic (as
opposed to international) bribery, lobbying, and political contributions, and take steps to further
implement and maintain a robust compliance culture throughout the Company.
The SLC notes that post-DPA, Exelon hired a new Executive Vice President of Compliance
in March 2020 and has implemented additional policies that are aimed at improving its compliance
culture. However, the SLC believes it is in the Company’s best interests to adopt additional
improvements to the Company’s compliance policies as included in the Settlement Terms.
C. The SLC’s Assessment of Potential Claims
Based on its thorough investigation of the issues and conduct covered by the DPA as well
as additional issues outside the scope of the DPA, the SLC has concluded that the claims set forth
in the Demand Letters and Consolidated Action should be settled and dismissed in accordance
with the Settlement Terms set forth in the Stipulation of Settlement. It is the judgment of the SLC
that such settlement and dismissal provides the best avenue for Exelon to address the underlying
issues discussed herein and those that led to the DPA. Further, it is the SLC’s judgment that this
action will provide a proper resolution of all matters while avoiding additional costs, disruption,
negative publicity, and the need to overcome difficult and complicating factors.
1. Mandatory Indemnification and Advancement
Under Pennsylvania law, a company’s authority to indemnify its directors and officers is
extremely broad, and Exelon’s indemnification and advancement requirements weigh in favor of
the proposed settlement. Under Exelon’s Bylaws, officers and directors are entitled to mandatory
indemnification and advancement unless a court has found that they engaged in willful misconduct
73
or recklessness. 54 Exelon, Amended and Restated Bylaws § 4.01(b)(1) (Aug. 3, 2020). Pursuant
to the PBCL, “a corporation is authorized to indemnify its representatives in any manner it
considers appropriate, including against settlements and judgments in derivative suits,” with the
exception that a company “may not provide for indemnification” where a court finds that the
challenged conduct constitutes “willful misconduct or recklessness.” 15 Pa. C.S. § 1746(b) (1990
Comment). Exelon’s Bylaws include a mandatory indemnification provision, which requires the
Company to indemnify officers and directors in certain circumstances. That provision states:
Each person who was or is made a party or is threatened to be made a party to or is

otherwise involved in any claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a “proceeding”), by reason of the fact
that he or she is or was a director or an officer of the corporation… (hereinafter an
“indemnitee”), whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent permitted or required by the PBCL
. . . against all expense, liability and loss (including attorneys’ fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith . . . .
See Exelon, Amended and Restated Bylaws, § 7.01 (Aug. 3, 2020) (emphases added).
54
Although the current version of Exelon’s Bylaws prohibits indemnification of anyone “adjudged
to be liable to the corporation” absent a judicial finding permitting it, Bylaws § 7.01, this provision
does not appear to have been added until 2022. The SLC understands that the version of the
Bylaws in effect at the time of the relevant events, when the individual defendants were employees
of the Company, would apply. See Krasik v. Duquesne Univ. of the Holy Ghost, 437 A.2d 1257,
1260 n.4 (Pa. 1981); see also N. Chester Cnty. Sportsmen’s Club v. Muller, 174 A.3d 701, 711
(Pa. Commw. Ct. 2017) (applying 2014 version of bylaws in 2014 and 2015 bylaws to conduct in
2015 and afterwards). The SLC also considered whether, under Pennsylvania law, a company may
indemnify officers and directors in the context of a settlement of a derivative action, pursuant to
15 Pa. C.S. §§ 1746, 1742. 15 Pa. C.S. § 1742 states that a company may indemnify “against
expenses (including attorneys’ fees) . . . in connection with . . . settlement of the action.” See 15
Pa. C.S. § 1742. Therefore, the SLC concludes that the governing Pennsylvania statutes require
Exelon to indemnify officers and directors in the context of a settlement of a derivative action, and
that Exelon agreed to do so in its applicable Bylaws.
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Exelon’s Bylaws also contain a mandatory advancement provision, which requires the
Company to advance fees and costs (including, but not limited to, attorneys’ fees) to directors and
officers in certain circumstances. That provision states:
The right to indemnification conferred in Section 7.01 of this Article VII shall
include the right to be paid by the corporation the expenses (including, without
limitation, attorneys’ fees and expenses) incurred in defending any such proceeding
in advance of its final disposition . . . provided, however, that, if the PBCL so
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer . . . shall be made only upon delivery to the
corporation of an undertaking . . . by or behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial decision
from which there is no further right to appeal . . . that such indemnitee is not entitled
to be indemnified for such expenses under this Section 7.02 or otherwise . . . .
See Exelon, Amended and Restated Bylaws, § 7.02 (Aug. 3, 2020) (emphasis added).
Where an individual is entitled to indemnification and/or advancement, and the company
refuses to provide it, that individual may bring an action to enforce his or her indemnification and
advancement rights. See, e.g., Neal v. Neumann Med. Ctr., 667 A.2d 479, 481 (Pa. Commw. Ct.
1995) (former officers successfully brought suit to enforce indemnification and advancement
rights granted in bylaws of Pennsylvania-formed company).
The SLC views the Company’s indemnification and advancement obligations as
significant. If Exelon were to pursue claims against its current or former officers or directors, it
would be obligated to indemnify those officers or directors against the costs of defending
themselves as those costs were incurred. Although Exelon could conceivably recover those costs
later if a court found that the officers or directors engaged in willful misconduct or recklessness
and this was sustained on appeal, such a finding, and any subsequent recovery, is in no way
guaranteed. Moreover, the officers or directors could well be judgment proof by the time Exelon
were to receive such a finding. Thus, the SLC believes there is a substantial risk that Exelon would
75
end up paying the costs of both bringing and defending any claims it chose to pursue against
current or former officers or directors. This factor weights in favor of settlement.
2. Insurance Issues
Insurance related issues also weigh in favor of settling all claims pursuant to the Settlement
Terms. First, under Exelon’s Side A insurance policy, coverage is only available for non-
indemnified loss, defined in the policy as loss that the Company is neither permitted nor required
to indemnify or advance. As set forth in the previous section, Exelon would be required to
indemnify and advance the costs of defending any claims it chose to pursue against former officers
or directors. Thus, under the plain terms of the policy, Side A insurance coverage would not be
available to cover these indemnified losses.
Second, Exelon’s D&O insurance policies contain certain exclusions which weigh in favor
of settling all claims pursuant to the Settlement Terms. For example, the policies contain an
exclusion for claims based upon, arising out of, or attributable to, such insured having gained in
fact any personal profit, advantage, or remuneration to which such insured was not legally entitled.
Such exclusions are valid and enforceable under New York law, which governs the policies. See
Am. Auto Ins. Co. v. Advest, Inc., No. 08 Civ. 6488, 2009 WL 3490060, at *4 (S.D.N.Y. Oct. 28,
2009) (personal profit exclusion). Thus, to the extent Exelon brought a claim against directors or
officers in an attempt to recoup compensation to which they may have not been entitled, and a
court made a finding that such directors or officers had received personal profit, even if it did not
ultimately find in Exelon’s favor, it is possible Exelon could lose insurance coverage for its
indemnification payments to certain individuals.
Finally, it is also worth noting that, in pursuing claims against officers or directors, Exelon
would be drawing on the same insurance tower that is already providing coverage in the securities
litigation against the Company related to the DPA. See Flynn v. Exelon, No. 1:19-cv-08209, at
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Dkts. #193, 198 (N.D. Ill. May 26, 2019) (settling for $173 million, pending final approval). As
noted above, Exelon’s Side A insurance is not available to cover indemnified losses. Exelon’s
D&O insurance is not unlimited and Exelon must carefully consider any issues that could
potentially impair its available D&O coverage and leave the securities litigation—or other
potential insured claims—without sufficient coverage.
3. Business Judgment Rule and Exculpation Clause
As set forth above, under the business judgment rule as applied under Pennsylvania law,
officers and directors are “not liable for mistakes of judgment, even though they may be so gross
as to appear to us absurd and ridiculous, provided they are honest and provided they are fairly
within the scope of the powers and discretion confided to the managing body.” Cuker, 692 A.2d
at 1047 (internal quotation omitted); Lemenestrel, 964 A.2d at 912 (“The business judgment rule
should insulate officers and directors from judicial intervention in the absence of fraud or self-
dealing.” (quoting Cuker, 964 A.2d at 1048)). The business judgment rule presumes that officers
and directors make business decisions on an informed basis, in good faith, and with the honest
belief that the course taken was in the best interests of the corporation. Ferris Elevator, 674 N.E.2d
at 452; see also Gantler, 965 A.2d at 705–06; Rich, 66 A.3d at 977; Cuker, 692 A.2d at 1045. A
plaintiff must overcome the presumptions of the business judgment rule to prevail on a breach of
fiduciary duty claim. Linde v. Linde, 220 A.3d 1119, 1143 (Pa. Super. Ct. 2019); Rich, 66 A.3d at
977; Ferris Elevator, 674 N.E.2d at 453. Scholars have described the business judgment rule as
“a notoriously difficult obstacle for plaintiffs in corporate litigation” and “almost insurmountable.”
Robert M. Ackerman & Lance Cole, Making Corporate Law More Communitarian, 81 BROOK. L.
REV. 895, 936 (2016); J. Robert Brown, Jr., Disloyalty Without Limits, 95 KY. L.J. 53, 60 (2005).
Courts have similarly recognized the business judgment rule as a significant risk to plaintiffs that
supports settling potential derivative claims rather than pursuing them through trial. See, e.g.,
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Wyrick v. Redling, No. 11-5036, 2012 WL 13018238, at *3 (E.D. Pa. Dec. 12, 2012) (approving
settlement in part because “business judgement rule would have presented a significant obstacle
to establishing liability”); Kahn v. Sullivan, 594 A.2d 48, 59–61 (Del. 1991) (affirming approval
of settlement premised partially on conclusion that business judgment rule would be significant
hurdle to litigation). Given the costs that would be incurred by the Company as a result of any
attempt to rebut the business judgment rule, the SLC concludes that this difficulty weighs in favor
of settlement.
Similarly, based on the SLC’s investigation, the SLC believes it would be difficult for a
plaintiff to establish that Exelon’s directors or officers breached their duty of loyalty, either before
or after the DPA, and/or usurped corporate opportunities, intentionally disregarded their duties, or
engaged in bad faith. 55 Such claims would also be protected by the Company’s exculpatory
provision. That provision, which appears in Exelon’s Bylaws, exculpates directors from liability
for money damages unless “the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness” and thus presents a significant obstacle to recovery. Exelon,
Amended and Restated Bylaws § 4.01(b)(1) (Aug. 3, 2020). Exculpation provisions are valid and
enforceable and “preclude plaintiffs from pressing claims of breach of fiduciary duty” absent a
showing the directors acted in bad faith, disloyalty, or some other exception. In re BHC Comms.
S’holder Litig., Inc., 789 A.2d 1, 9–10 (Del. Ch. 2001); see also Sherman v. Ryan, 392 Ill. App.
3d 712, 732 (Ill. App. Ct. 2009); 15 Pa. C.S. § 1713. In fact, all fifty states permit these provisions
and, as a result, “directors rarely face legal liability for violations of the duty of care.” Ann M.
55
Other than potentially the individuals who have been convicted in the criminal proceeding,
Exelon’s officers would also be difficult targets for proving self-dealing, willfulness, or
recklessness. For the reasons set forth herein, the SLC believes that resolving such claims through
settlement is in the Company’s best interests.
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Scarlett, A Better Approach for Balancing Authority & Accountability in Shareholder Derivative
Litigation, 57 U. KAN. L. REV. 39, 74 (2008). These factors also weigh in favor of the SLC’s
determination that the Company should settle the claims raised in the Demand Letters and the
Consolidated Action pursuant to the Settlement Terms. See, e.g., JS Halberstam Irrevocable
Grantor Trust v. Davis, No. 3:21-cv-413, 2022 WL 1449106, at *2 (D. Or. May 9, 2022); Allred
v. Walker, No. 19-cv-10641, 2021 WL 5847405, at *4 (S.D.N.Y. Dec. 9, 2021); Basaraba v.
Greenberg, No. 13-cv-5061, 2014 WL 12591677, at *3 (C.D. Cal. Nov. 10, 2014).
Based on the facts and evidence developed in the course of the SLC’s thorough
investigation, and in light of the legal standards set forth above, the SLC believes it would be
highly unlikely that a plaintiff would be able to achieve any recovery for the Company.
4. Other Factors
The SLC also believes that settlement is superior to litigation as a way to avoid negative
publicity, reputational harm, and disruption to Exelon’s business. As the Supreme Court has
recognized, “extensive discovery and the potential for uncertainty and disruption in a lawsuit” can
be significant factors in a company’s decision to settle. Stoneridge Inv. Partners, LLC v.
Scientific–Atlanta, Inc., 552 U.S. 148, 163 (2008). “[E]ach side obtains through settlement the
benefits of immediacy – that is, a settlement ends the litigation and the attendant disruption of it,
rather than allowing it to continue for, in some instances, years.” Pesek v. Donahue, No. 04 C
4525, 2006 WL 1049969, at *4 (N.D. Ill. Feb. 9, 2006). As one Pennsylvania court put it, “claims
are at times settled in order to avoid legal fees and other costs, consumption of valuable time,
distraction from more important matters, adverse publicity associated with continued litigation,
and the risk, however remote, that the law might change or be misapplied. A settlement brings
peace, resolution, and certainty.” United Nat’l Ins. Co. v. Indian Harbor, 160 F. Supp. 3d 828,
842 (E.D. Pa. 2016).

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Here, Exelon received the first subpoena related to this matter in May 2019, approximately
four years ago, and has been investigating, remediating, and litigating ever since. Indeed, the final
submission required under the DPA is due by June 17, 2023. Ex. 1, DPA, Attachment C, Reporting
Requirements, at C-1. Similarly, settlement could help Exelon limit the stream of negative
publicity that has plagued the Company since the matters covered by the DPA became public. See
Schulte v. Fifth Third Bank, 805 F. Supp. 2d 560, 594 (N.D. Ill. 2011) (recognizing “avoidance of
bad publicity” as a reason to settle). As such, the SLC believes that it is in the Company’s best
interest to resolve the potential claims set forth in the Demand Letters and the Consolidated Action
pursuant to the proposed Settlement Terms.
IX. STATUTORY RECOMMENDATIONS BY THE SPECIAL LITIGATION

COMMITTEE
A. The SLC’s Determination
As provided for in the Board’s resolutions authorizing the SLC, the SLC’s investigation is
“governed by Section 1783 of the Pennsylvania Consolidated Statutes.” Ex. 3, Resolution:
Authorization of SLC. Section 1783(e) provides that: “After appropriate investigation by a special
litigation committee, the committee may determine, or the committee may recommend to the board
of directors that the board determine, that it is in the best interests of the business corporation that:
(1) an action based on some or all of the claims asserted in the demand not be
brought by the corporation but that the corporation not object to an action being
brought by the party that made the demand;
(2) an action based on some or all of the claims asserted in the demand be brought
by the corporation;
(3) some or all of the claims asserted in the demand be settled on terms determined
or recommended by the committee;
(4) an action not be brought based on any of the claims asserted in the demand;
(5) an action already commenced continue under the control of:
(i) the plaintiff;
(ii) the corporation; or
(iii) the committee;
(6) some or all the claims asserted in an action already commenced be settled on
terms determined or recommended by the committee; or
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(7) an action already commenced be dismissed.”
Pursuant to § 1783(e)(3), the SLC entered into a resolution on May 18, 2023 in which it
made the following determinations:
• Pursuant to Section 1783(e)(3), the SLC determines it is in the best interests of the
Company that, unless otherwise addressed in the Settlement Terms or herein, all of
the claims asserted in the Demand Letters be settled according to the Settlement
Terms.
• Pursuant to Section 1783(e)(6) and (e)(7), the SLC determines it is in the best
interests of the Company that any derivative action(s) that arise from or relate to
the Derivative Actions and/or the SLC’s investigation be dismissed with prejudice,
pursuant to and consistent with the Settlement Terms.
• Given the recent verdict in the criminal case (U.S. v. McClain et al., No. 1:20-cr-
00812 (N.D. Ill.)), the SLC has determined that, to the extent the Company
previously withheld compensation from Anne Pramaggiore or Fidel Marquez, the
Company should retain that amount and not pay that amount to Ms. Pramaggiore
or Mr. Marquez. The SLC further notes that, by operation of law and pursuant to
the Settlement Terms, the Company continues to retain the right to pursue further
action against former officers, including Ms. Pramaggiore and John Hooker. If Ms.
Pramaggiore and/or Mr. Hooker’s convictions were ultimately affirmed after all
appeals are exhausted, the SLC believes that the Exelon Board would have a strong
basis to pursue any available civil claims against Ms. Pramaggiore and/or Mr.
Hooker, including for recoupment of previously advanced legal fees, compensation
subject to clawback pursuant to the Company’s clawback policies and/or other
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claims for damages. Particularly in light of certain changes that have been made to
the Company’s leadership and Board, and consistent with the corporate governance
reforms already put in place and to be put in place in accordance with the Settlement
Terms, the SLC believes the Board will be well-positioned to determine whether
the pursuit of such claims is in the best interest of the Company at that time.
See Ex. 19, Exelon, SLC, Resolutions Regarding Determination (May 18, 2023).
On May 19, 2023, the IRC unanimously accepted the SLC’s recommendation and further
recommended to the full Board that it should accept the SLC’s recommendation and approve the
Settlement, citing its determination that such action is in the best interests of the Company and
consistent with the requirements of the Pennsylvania Consolidated Statutes. See Ex. 20, Exelon,
IRC, Resolution Regarding Derivative Settlement (May 19, 2023). On May 22, 2023, the full
Board of Exelon unanimously approved a resolution for the Company to enter the Settlement,
authorizing the Company, subject to court approval, to enter into and take all actions necessary to
effectuate the Settlement. See Ex. 21, Exelon, Board of Directors, Resolution Regarding
Derivative Settlement (May 22, 2023). On May 26, 2023, the SLC filed a Notice of Determination
in the Clem Action.
B. Settlement and Dismissal Is in the Best Interest of the Company
The Settlement Terms reflect what—according to the SLC’s independent and informed
judgment—is in the best interests of Exelon and its subsidiaries, taking into account the claims
asserted in the Demand Letters and the Consolidated Action. The SLC has carefully developed
the Settlement Terms, which are not only designed to thoroughly address all of the concerns raised
in the Demand Letters and the Consolidated Action, but also to help minimize the risk that the
conduct outlined in the DPA is repeated at Exelon or its subsidiaries. The terms will implement
sweeping change at Exelon by substantially reforming its policies and practices, and thus create a
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stronger culture of compliance. The terms include revisions to Exelon’s compliance policies,
auditing of its compliance program and enhanced related oversight, enhanced disclosure of the
Board’s oversight of legislative activity, alignment of executive compensation with the Company’s
compliance culture and performance, reduction or retention of certain executive’s compensation,
and an overhaul of the composition of the Board. In addition, substantial changes to management
were made during the course of the SLC’s investigation.
The agreed-upon accountability measures and corporate reforms reflected in the Settlement
Terms also build upon substantial employment related changes already taken by Exelon before or
during the SLC’s investigative process. For example, before the SLC’s investigation, Exelon hired
an experienced outside compliance leader, Glockner, who has implemented and trained ComEd
and Exelon employees on multiple new policies designed to address and prevent the conduct
leading to the DPA. Glockner also oversaw multiple audits to evaluate the effectiveness of those
policies. Under Glockner’s leadership, Exelon has already enhanced its compliance program in
myriad ways, including improving coordination between Exelon’s compliance and internal audit
programs, enhancing transparency of political spending, rebuilding Exelon’s compliance risk
assessment process, bolstering Exelon’s compliance investigation process, and expanding
compliance and ethics reporting. These prior compliance efforts have, by all accounts, been to the
satisfaction of the Department of Justice, which has played an ongoing role in overseeing ComEd’s
remedial measures pursuant to the DPA. That is not to say that these compliance efforts cannot
be built upon, however, and the Settlement Terms reflect SLC-required improvements. In
addition, before and during the SLC investigation, there were several changes to executive
management and the composition of the Board, thus limiting the extent of personnel changes which
the SLC found necessary to include in the Settlement Terms.
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The Settlement Terms broadly fall into eight categories: (1) reforms to Exelon’s
compliance policies; (2) additional compliance related reforms; (3) disclosure reforms; (4) outside
audit requirements; (5) management-related reforms and corporate therapeutics, including
reduction or retention of compensation; (6) Board composition reforms; (7) preservation of claims
against Pramaggiore, Marquez, and Hooker; and (8) damages and attorneys’ fees. Per the
Settlement Terms, the Exelon Board will adopt, implement, and maintain the reforms upon the
terms and conditions set forth therein within 120 days of the effective date of the Stipulation of
Settlement. And, unless indicated in the Settlement Terms, Exelon will maintain the reforms for
a period of no less than five years from the effective date of the Stipulation of Settlement.
1. Reforms to Exelon’s Compliance Policies
The modifications to Exelon’s compliance policies in the Settlement Terms will clarify and
strengthen them. Most notable among the policy reforms is that, for a period of five years,
employees at the Company will be prohibited from hiring an employee or vendor who was subject
to a request by a public official unless such hiring is approved by the Exelon Board. Stipulation
of Settlement, Exhibit A, at A.2-3. Moreover, in approving any such exception, a majority of
Exelon’s independent directors will be required to document the identity of the public official
making the request, the candidate to whom an exception is granted, and the employee conveying
the request, and to provide a written rationale in the Board minutes as to why the hiring of the
employee or retention of the vendor is in the best interest of Exelon. Id. at A.2-3. This policy will
ensure further accountability and transparency when handling references from public officials,
should discourage public officials from making requests, and will provide the Board with even
further insight into governmental affairs. It, as well as any of the other SLC-approved reforms,
may be extended at the end of the five-year period at the Board’s discretion, after evaluation and
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determination as to whether the policy is still necessary, is in the best interest of Exelon, and
whether any risks related to such policy outweigh any potential benefit.
Exelon will also modify the Interactions with Public Officials Policy to make more explicit
that it is improper to provide an item of value to a public official for the purpose of rewarding the
official for prior actions taken to benefit Exelon. Id. at A.1. The other agreed upon changes to the
compliance policies are designed to more explicitly address the conduct that led to the DPA and
to close potential loopholes. For example, Exelon will make explicit that the Employment Referral
Policy applies to the selection process for Board candidates. Id. at A.2.
Additionally, because the conduct at issue involved a political consultant (McClain)
making recommendations and/or requests, the Settlement Terms strengthen the policies with
respect to that issue. Employees will be required to (1) presume that requests from lobbyists or
political consultants emanate from a public official and report such requests, and (2) inquire into
requests from third parties where there is reason to believe that the request originates from a public
official and report the request to Compliance, Audit & Risk so it may consider whether to conduct
its own inquiry. Id. at A.5-6. The word “lobbyists” will also be defined to include potential
intermediaries to public officials and the policies will no longer permit employees to make a
judgment as to on whose “behalf” an intermediary may be working when deciding whether to
communicate a request from a public official to Exelon. Id. at A.10-11. The policies will also be
revised to impose obligations on lobbyists and political consultants, as well as new employment
and vendor candidates, to report requests from public officials. Id. at A.7-8. All candidates for
employment and potential vendors must also attest in writing that, to their knowledge, no public
official has contacted the Company, either directly or indirectly, to request the candidate or vendor
be hired. Id. at A.8.
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The SLC’s Settlement Terms also include prudent reforms designed to mitigate any
pressure on employees to make voluntary political contributions and to ensure that political
contributions are proper. Id. at A.12, 14. This includes banning Exelon and its employees,
officers, directors, lobbyists, and consultants from soliciting political contributions from Exelon
employees or officers on behalf of, or to benefit, any individual political campaigns and all non-
Exelon PACs. Id. at A.12. The Compliance and Audit Department is also required to conduct an
enhanced analysis of Exelon and its subsidiaries’ political contributions and to report its findings
to the Corporate Governance Committee (or to the Committee designated to oversee compliance-
related lobbying risks) and the full Board at least biannually. Id. at A.14. Additionally, under
the SLC’s Settlement Terms, the Compliance and Audit Department will also implement a
documented process for monitoring any material discretionary budgets, including the discretionary
budget of Exelon’s CEO and the CEO of any subsidiary, to ensure that all expenditures are in
compliance with the Code of Conduct and all applicable policies, and will include the results of
such findings in their annual reports to the Audit Committee and the Board. Id. at A.13.
2. Other Compliance-Related Reforms
The SLC’s Settlement Terms additionally include other compliance-related reforms.
Exelon will designate a Board committee specifically responsible for oversight of lobbying,
political, and legislative activities, and this committee, as well as the full Board, will receive,
review, and approve periodic reports from management concerning current and anticipated
political and lobbying activities, including the identification of key public officials championing
or opposing key legislation and how the Company is interacting with those individuals. Id. at B.1.
The Board will also receive a semi-annual submission from Government Affairs setting forth the
legislative and lobbying strategy for each subsidiary. Id. at B.1. ComEd will also create a
committee on its Board to oversee compliance-related issues, which will work in coordination with
86
Exelon’s overall compliance function. Id. at B.1. Additionally, the Company’s Corporate
Governance Principles will also be revised to specifically affirm that all directors and the full
Board have responsibility for oversight of Exelon and its subsidiaries’ lobbying, political
contributions, and political activity. Id. at B.1.
Exelon will also implement new policies for investigating and reporting misconduct, which
require independent senior-level oversight of critical investigations, as well as the retention of
independent outside counsel. Id. at B.2. Additionally, Exelon will also implement policies
intended to prevent other potential conflicts of interest, including a policy requiring individuals
who are involved in or overseeing an investigation have no involvement in the underlying issues
or facts being investigated, a policy setting forth a “preponderance of the evidence” standard
pursuant to which a complaint or matter under investigation is or is not substantiated, and a policy
setting forth which types of investigations must be reported to the Audit Committee and the Board.
Id. at B.2.
These agreed-upon reforms are specifically intended to increase the Exelon Board’s
oversight of lobbying and political activities and reporting to the Board and to minimize the risk
of the recurrence of the issues investigated by the SLC. The SLC’s reforms are also designed to
increase the ComEd Board’s oversight. The impact of these compliance-related reforms is
buttressed by the significant changes to the Exelon Board’s composition (discussed further below)
that have created a refreshed Board capable to carry out these responsibilities.
3. Disclosure Reforms
The Settlement Terms require Exelon to provide enhanced public disclosures regarding the
Board’s oversight of Exelon’s legislative activity, pursuant to written policies to be implemented
by the Disclosure Committee. Id. at C.1.
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4. Outside Audit Requirements
The Settlement Terms also include an outside audit review of the compliance program and
culture at Exelon, including Exelon and its subsidiaries’ lobbying and political activity, to be
conducted by independent counsel and overseen by independent members of the Exelon Board
who were not on the Board at the time of misconduct, and who are granted the authority to oversee
the implementation of the recommended changes. Id. at D.1. The purpose of this audit is for the
Board, with the assistance of an outside party, to evaluate Exelon’s revised compliance program
and make any further changes that are appropriate. The Settlement Terms further provide that to
the extent that an entity (such as the Illinois Commerce Commission) is conducting an independent
audit of Exelon’s compliance program, the Board may determine that such investigation fulfills
this requirement so long as: (i) it is conducted by an independent entity or independent outside
counsel; and (ii) the Company’s response and/or participation in the investigation is overseen by
independent directors. Id.
These reforms are designed to enable effective evaluation of corporate governance and
management-level assessment of controls, and include not only this audit, but also improvements
to Exelon’s compliance program and oversight functions, the Board’s increased oversight of
lobbying and political activity, increased reporting to the Committee and to the full Board from
management regarding lobbying and political activity, and sweeping Board composition reforms.
5. Management Reforms
The Settlement Terms also require Exelon to implement a negative modifier to executive
compensation for failure to achieve compliance-related performance indicators. Id. at E.1. As
with the other reforms, the alignment of management compensation with compliance will steer the
tone at the top. Pursuant to the Settlement Terms required by the SLC, Exelon’s clawback policy
will also be made a standalone policy. Id. at B.3.
88
Under the SLC’s Settlement Terms, the Board’s Compensation Committee also
unanimously recommended to reduce the payout of Crane’s 2020-2022 performance share award
by $4,249,809, an adjustment intended to reflect the impact to Crane’s performance share payout
if the corporate fine paid in connection with the 2020 DPA entered into by ComEd had been taken
into account in the financial performance calculations for 2020 that were used to determine that
payout, and the Board unanimously adopted that recommendation. Id. at E.2; see also Exelon,
Definitive Proxy Statement (Schedule 14A), 47 (Mar. 15, 2023) (“The independent directors
believe this adjustment is appropriate because Mr. Crane was serving as CEO of Exelon,
Commonwealth Edison’s parent, at the time the conduct described in Commonwealth Edison’s
deferred prosecution agreement occurred. More generally, the independent directors believe this
adjustment is consistent with Exelon’s commitment to CEO accountability for all aspects of the
Company’s performance and is supportive of its strong culture of ethics and compliance.”).
During the pendency of the SLC investigation, Crane retired from his positions as CEO of Exelon,
a member of the Exelon Board, and Chair of the ComEd Board, obviating the need for the SLC to
address further his employment status at Exelon or his membership on either Board as a condition
of the Settlement Terms.
Additionally, the SLC has taken into consideration that multiple other executives and
Board members have also departed Exelon, including, among others, Pramaggiore, Marquez,
O’Neill, Dominguez, and Von Hoene. The negative modifier and the reduction in compensation
serve to ensure that senior leadership is held accountable for the compliance failures at Exelon and
ComEd, as well as demonstrate to other executives, members of the Board, and employees,
Exelon’s enhanced commitment to compliance. As set forth in the SLC’s Determination, to the
89
extent the Company previously withheld compensation from Pramaggiore or Marquez, the
Company should retain that amount and not pay that amount to Pramaggiore or Marquez.
6. Board Composition Reforms
The Settlement Terms also require substantial changes to the Exelon Board’s composition
over the next couple of years to ensure that the Board has new and independent leaders who can
ensure that the Board best fulfills its oversight role in years to come. To start, under the Settlement
Terms, Exelon shall appoint three new independent directors—two of whom have already been
appointed. Stipulation of Settlement, Exhibit A, at F.1. Moreover, the terms provide that then-
Director Berzin not seek reelection at the 2023 Annual Meeting, which occurred April 25, 2023,
and that one of the new independent directors have expertise in corporate ethics, management
integrity, and compliance issues, and be approved by the SLC. Id. at F.2. Requiring that one of
the new directors have such experience will strengthen the Board’s compliance expertise to assist
the Board in carrying out its enhanced compliance oversight functions.
Currently, only three directors who served on the Board at the time of the DPA’s execution
maintain their seats on the Board. The terms required by the SLC include that, of those three, (1)
Anthony Anderson will not seek reelection at the 2024 Annual Meeting, (2) Linda Jojo stepped
down as Chair of the Compensation Committee following the 2023 Annual Meeting and was
replaced by Marjorie Rodgers Cheshire, who joined Exelon’s Board after the conduct at issue, and
(3) John Young will step down as Chair of the Board at the 2025 Annual Meeting and will not be
eligible to serve as Chair in the future. Id. at F.2-4. The SLC further notes that during the course
of the investigation, Shattuck, the former Chair of the Exelon Board and SOC, retired and did not
stand for reelection at Exelon’s 2022 Annual Meeting, and Crane retired as President and CEO
and from the Board. These changes allow the Board leadership to continue to transition toward
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qualified new and independent members who were not on the Board at the time of the alleged
misconduct and are equipped and committed to moving Exelon forward in a compliant manner.
7. Company Retains Ability to Pursue Claims Against Individuals
Neither the Settlement Terms nor caselaw preclude Exelon from later pursuing civil
claims against Pramaggiore, Marquez, and/or Hooker, including for recoupment of previously
advanced legal fees, compensation subject to clawback pursuant to the Company’s clawback
policies and/or other claims for damages. Id. at E.4. As set forth in the SLC’s Determination, by
operation of law and pursuant to the Settlement Terms, the Company continues to retain the right
to pursue further action against former officers, including Pramaggiore and Hooker. As set forth
above, if Pramaggiore and/or Hooker’s convictions were ultimately affirmed after all appeals are
exhausted, the SLC believes that the Exelon Board would have a strong basis to pursue any
available civil claims against Pramaggiore and/or Hooker, including for recoupment of previously
advanced legal fees, compensation subject to clawback pursuant to the Company’s clawback
policies and/or other claims for damages.
Particularly in light of the noteworthy changes that have been made to the Company’s
leadership and Board, and consistent with the corporate governance reforms already put in place
and to be put in place in accordance with the Settlement Terms, the SLC believes the Board will
be well-positioned to determine whether the pursuit of such claims is in the best interest of the
Company at that time.
The Settlement Terms, including the proposed releases, are structured in such a way that
Exelon has the sole ability to determine whether to pursue any such claims, if Pramaggiore and/or
Hooker’s convictions were ultimately affirmed and after all appeals are exhausted. Notably,
shareholders may not pursue them derivatively or demand that Exelon pursue them, as the
Stipulation of Settlement expressly releases all such shareholder claims in the Settlement Terms.
91
The SLC has determined that this result is in the best interests of the Company considering
the factors stated above and the risks and/or inherent costs in pursuing these claims. The SLC
further concludes that it is in the Company’s best interests to achieve a complete resolution of the
derivative claims arising out of the conduct described in the DPA and/or investigated by the SLC,
and that further litigation of such derivative claims is not in the Company’s best interests.
8. Damages and Attorneys’ Fees
Finally, the Settlement Terms include a substantial monetary component of $40 million,
from which attorneys’ fees of $10 million will be paid. As analyzed in more detail below, this
amount is consistent with prior settlements, particularly those, as here, that emphasize corporate
governance reforms. It also approximates the amount of potential available insurance coverage.
In reaching its recommendation regarding what it believes is the appropriate monetary component
to include in the settlement, the SLC considered the approximate benefits obtained and amount
of loss incurred by the Company as a result of the misconduct. The SLC also considered the
amount of insurance coverage available, the risk of reputational harm and distraction to the
Company if these claims are not settled, the potential financial cost to the Company of any
litigation and likelihood of success if these claims were pursued, the Company’s commitment to
future compliance and other terms of the proposed settlement, and, as discussed more fully below,
settlements in comparable cases.
Taken together, the Settlement Terms impose sweeping compliance, corporate governance,
management, and Board reforms that are extensive and will greatly strengthen Exelon’s
compliance and oversight of political contributions/action and lobbying at both the management
and Board level. These reforms are targeted specifically at preventing the misconduct identified
in the DPA and uncovered in the SLC’s investigation.
92
C. Similar Settlements Support This Outcome
The SLC believes that its recommended approach is consistent with applicable caselaw.
Corporate governance reforms, such as those in the Settlement Terms, have supported settlements
of countless shareholder derivative actions, as strong corporate governance is fundamental to a
corporation’s well-being and success. See In re NVIDIA Corp. Deriv. Litig., No. C-06-06110-
SBA (JCS), 2008 WL 5382544, at *3 (N.D. Cal. Dec. 22, 2008). Indeed, ‘“[c]ourts have
recognized that corporate governance reforms such as those achieved here provide valuable
benefits to public companies.’” Id. (quoting Cohn v. Nelson, 375 F. Supp. 2d 844, 853 (E.D. Mo.
2005)); see also Unite Nat’l Ret. Fund v. Watts, No. 04CV3603DMC, 2005 WL 2877899, at *5
(D.N.J. Oct. 28, 2005) (describing “the great benefit conferred upon [the company] as a result of
the new corporate governance principles provided for in the settlement agreement”). Corporate
governance reforms may, in fact, be more valuable to a company and its shareholders than any
potential monetary award or equitable relief obtained after trial, post-trial motions, and appeals.
See Maher v. Zapata Corp., 714 F.2d 436, 461 (5th Cir. 1983) (“effects of the suit on the
functioning of the corporation may have a substantially greater economic impact on it, both long-
and short-term, than the dollar amount of any likely judgment”).
These principles have been applied in approving many settlements, including some
involving underlying alleged criminal conduct—even in the absence of a damage component. See,
e.g., In re AOL Time Warner S’holder Deriv. Litig., No. 02 Civ. 6302(CM), 2010 WL 363113, at
*5 & *8 (S.D.N.Y. Feb. 1, 2010) (approving corporate-therapeutics only settlement with $8.8
million in fees, noting “the value of the stipulated corporate reforms will be recognized in major
part in future profits, goodwill and avoidance of repeat litigation”); Rudi v. Wexner, No. 2:20-cv-
3068, 2022 WL 1682297, at *1 & *4 (S.D. Ohio May 16, 2022) (approving corporate-therapeutics
only settlement with $21 million in fees; corporate reforms were “meaningful in preventing any
93
future misconduct . . . [and] estimated to produce a $100 million increase in shareholder value”);
In re Schering-Plough Corp. S’holders Deriv. Litig., No. 01-1412, 2008 WL 185809, at *4, 6
(D.N.J. Jan. 14, 2008) ($9.5 million in fees in corporate-therapeutics only settlement); City of
Pontiac Gen. Emps.’ Ret. Sys. v. Langone, No. 2006-cv-122302, 2008 WL 8881628 (Ga. Super.
Ct. June 10, 2008) ($14.5 million in fees in corporate-therapeutics only settlement); Brinckerhoff
v. Texas E. Prods. Pipeline Co., LLC, 986 A.2d 370, 373–74 (Del. Ch. 2010) ($10 million in fees
in corporate-therapeutics only settlement); Unite Nat’l Ret. Fund, 2005 WL 2877899, at *1 (D.N.J.
Oct. 28, 2005) ($9.2 million in fees in corporate-therapeutics only settlement); In re DaVita
Healthcare Partners, Inc. Deriv. Litig., Nos. 12-cv-2074-WJM-CBS, 13-cv-1308-WJM-CBS,
2015 WL 3582265, at *1 (D. Colo. June 5, 2015) ($6.2 million in fees in corporate-therapeutics
only settlement); In re Johnson & Johnson Deriv. Litig. (Johnson & Johnson II), Nos. 10-2033
(FLW), 11-4993 (FLW), 11-2511 (FLW), 2013 WL 6163858, at *1 (D.N.J. Nov. 25, 2013) ($5.4
million in fees in corporate-therapeutics only settlement).
Given the significant monetary component included in the Settlement Terms as well as the
sweeping corporate therapeutics, the SLC believes that the Settlement Terms provide an even
stronger and more impactful resolution of the claims alleged in the Demand Letters and
Consolidated Action than the court-approved corporate therapeutics-only settlements discussed
above. Likewise, after a thorough review of derivative settlements in state and federal courts
between 2017 and 2022, the SLC identified numerous settlements incorporating financial
components that were similar to, or less substantial than, the financial component in the Settlement
Terms. These included:
94
Derivative Matter Monetary Fees Total

Settlement
Amount
In re Wynn Resorts, Ltd. Deriv. Litig., No. $41,000,000 No more
A-180769630-B (Clark Cnty., Nev. Dist. than $51,800,000
Ct. 2019) $10,800,000
Fire and Police Retiree Health $20,500,000 $16,831,356 $37,331,356
Care Fund, San Antonio v. Smith, No.
1:18-cv-03670 (D. Md. 2020)
In re Mimedx Group, Inc. S’holder Deriv. $3,500,000 $3,500,000 $7,000,000
Litig., No. 1:18-cv-04486 (N.D. Ga. 2020)
Milliken v. Am. Realty Capital Hospitality $2,250,000 $2,250,000 $4,500,000
Advisors, LLC, No.1:18-cv-01757
(S.D.N.Y. 2020)
Randall v. Straehla, No. 1:19-cv-01682 $2,000,000 $500,000 $2,500,000
(D. Del. 2021)
Torgersen v. Keating, No. 2:19-cv-00410 $610,000 $610,000 $1,220,000
(W.D. Pa. 2021)
In re Iovance Biotherapeutics, Inc. $500,000 $500,000 $1,000,000
Stockholder Deriv. Litig., No. 1:17-cv-
01806 (D. Del. 2019)
In re Misonix, Inc. Stockholder Deriv. $500,000 $500,000 $1,000,000
Litig., No. 2:17-cv-03385 (E.D.N.Y.
2019)
While the SLC recognizes that there have also been some large, headline-grabbing
settlements of derivative cases in recent years, it does not believe that these cases are comparable
to the issues investigated by the SLC herein. In particular, Employees Retirement System of the
City of St. Louis and Electrical Workers Pension Fund, Local 103, IBEW v. Charles E. Jones,
FirstEnergy Corp., No. 2:20-cv-04813 (S.D. Ohio) (“FirstEnergy”), which resulted in a $180
million settlement, involved facts quite different from the facts investigated by the SLC. There,
FirstEnergy’s CEO and Senior Vice President personally devised a scheme to funnel $60 million
to the Speaker of the Ohio House of Representatives in exchange for the passing of a $1.3 billion
95
bailout. 56 FirstEnergy Corp., Current Report (Form 8-K), Ex. 10.1 (Deferred Prosecution
Agreement), 2, 16-18 (July 22, 2021). The company also admitted to paying $4.3 million to the
former chair of the Public Utilities Commission of Ohio. Id. at 17. In addition, FirstEnergy
involved an Ohio corporation and therefore did not have the unique aspects of a Pennsylvania SLC
or Pennsylvania indemnification law that are present here.
Similarly, the SLC believes this case is distinguishable from the recent Boeing and Wells
Fargo derivative settlements, which featured monetary components of $237.5 million and $240
million, respectively. Boeing involved intentional fraud about aircraft safety that resulted in the
deaths of 346 people. See United States v. Boeing, No. 4:21-cr-005-O, at Dkt. #4, 14-16 (N.D. Tx.
Jan. 7, 2021). The SLC has not seen evidence of any comparable consequences in this case. In
Wells Fargo, the company admitted to a decades-long fraud on its customers that resulted in the
collection of millions of dollars of unwarranted fees and interest by Wells Fargo. See Wells Fargo
& Co., Current Report (Form 8-K), Ex. 99.2 (Deferred Prosecution Agreement), Ex. A, Statement
of Facts, at A-12 (Feb 21, 2020). While the misconduct in this case was of longstanding, it clearly
is of a different type and scale than that in Wells Fargo.
Finally, the SLC has concluded that the $10 million attorneys’ fees component of the
Settlement Terms is appropriate. The Seventh Circuit does not mandate any one approach to
calculating a fee award, but recognizes that “a reasonable fee will often fall within a broad range”
and directs that courts “approximate the fee that the parties would have agreed to at the outset of
the litigation without the benefit of hindsight.” In re Stericycle Sec’s Litig., 35 F. 4th 555, 559
(7th Cir. 2022). When it comes to attorneys’ fees as a percentage of net recovery, the court has
56
While the SLC concluded Crane should be penalized for his knowledge of certain of the events
described in the DPA, Crane’s conduct substantially differs from the conduct of FirstEnergy’s
CEO who orchestrated the scheme.
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found an array of percentages to be appropriate. See Silverman v. Motorola Sols., Inc., 739 F.3d
956, 959 (7th Cir. 2013) (27.5%); Montgomery v. Aetna Plywood, Inc., 231 F.3d 399, 409 (7th Cir.
2000) (25%); Florin v. Nationsbank of Ga. NA, 60 F.3d 1245, 1248 (7th Cir. 1995) (18.5%). Here,
the $10 million in attorneys’ fee is 25% of the overall monetary component of the settlement, or
about 22.5% of the monetary component after factoring in the reduction in compensation to Crane.
This falls within the range of acceptable fee percentages.
Accordingly, as set forth in its Notice of Determination, the SLC recommends that except
as otherwise provided in the Stipulation of Settlement, Exelon settle and dismiss all claims that
were alleged or could have been alleged in the Consolidated Action, including all claims set forth
in the Demand Letters, pursuant to the Settlement Terms described herein and set forth in the
Stipulation of Settlement.
97
Respectfully submitted by the Special Litigation Committee to the Independent Review
Committee of the Board of Directors of Exelon Corporation, this 13th day of June, 2023.
Virginia Fogg
Special Litigation Committee Member and Chair
Janet Langford Carrig

Special Litigation Committee Member
Michele Coleman Mayes

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EXHIBIT 2
Case: to1:21-cv-03611
Request Approve Formation Document #: 72-2
of Special Litigation Filed:
Committee 06/16/23
- Consent Pageof147
- Formation ofLitigation
Special 649 PageID #:640
Committee (SLC)
EXELON CORPORATION
Board of Directors
Consent
Formation of Special Litigation Committee

WHEREAS, Exelon and its subsidiary, Commonwealth Edison Company (“ComEd”),
received a grand jury subpoena from the U.S. Attorney’s Office for the Northern District
of Illinois (“USAO”) related to lobbying activities in the State of Illinois and in July 2020,
ComEd entered into a Deferred Prosecution Agreement (“DPA”) with the USAO to
resolve their investigation;

WHEREAS, the Board has received four letters from shareholders demanding that the
Board investigate and address the alleged breaches of fiduciary duties and other alleged
violations by Exelon and ComEd officers and directors related to the conduct described
in the DPA (the “Alleged Violations”);

RESOLVED, the Board approves the formation of a Special Litigation Committee (the
“Committee”) consisting solely of disinterested and independent parties to investigate
and address the Alleged Violations and any resulting actions that may be required or
recommended; and

RESOLVED FURTHER, that Janet Langford Carrig, Virginia Fogg, and Michele Coleman
Mayes have each been determined to be disinterested and independent parties and shall
be appointed members of the Committee; and

RESOLVED FURTHER, that the members of the Committee shall receive fees for their
service to the Committee in the amount of $75,000 annually for up to 125 hours of
service, with any time in excess of 125 hours to be paid at the rate of $600 an hour, with
all fees to be paid quarterly; and

RESOLVED FURTHER, that the Board delegates to the Committee the exclusive power and
authority of the Board to, among other things, investigate the Alleged Violations, and to
make recommendations to the full Board of Directors, based upon the outcome of their
investigation, including but not limited to whether the prosecution of derivative claims is
in the best interests of the Company; and

RESOLVED FURTHER, that the Board delegates the authority to the Committee to: (i)
investigate any matter within its scope of responsibilities, with full power to retain outside
counsel, advisors, or other experts for this purpose; and (ii) approve related fees and
retention terms of counsel and other advisors.

* * *

1
16
Case: to1:21-cv-03611
Request Approve Formation Document #: 72-2
of Special Litigation Filed:
Committee 06/16/23
- Consent Pageof148
- Formation ofLitigation
Special 649 PageID #:641
Committee (SLC)
EXELON CORPORATION

This Consent is signed by the undersigned directors this _____ day of _________ 2021.

Anthony Anderson 2021 4:48 PM
March 01, Linda Jojo March 02, 2021 1:11 PM

Ann Berzin March 01, 2021 9:33 PM Paul Joskow March 01, 2021 1:03 PM

Laurie Brlas March 01, 2021 8:29 PM Robert Lawless March 01, 2021 2:41 PM

Marjorie Rodgers Cheshire
March 01, 2021 12:25 PM John Richardson March 01, 2021 12:21 PM

Christopher Crane March 05, 2021 9:26 AM Mayo Shattuck March 02, 2021 8:56 AM

Yves de Balmann March 01, 2021 2:34 PM John Young March 01, 2021 12:35 PM

Nicholas DeBenedictis
March 01, 2021 8:52 PM

2
17
EXHIBIT 3
EXELON CORPORATION
Board of Directors
Resolution
Authorization of Special Litigation Committee
WHEREAS, pursuant to the authority granted by the Board, Exelon Corporation’s

subsidiary, Commonwealth Edison Company (“ComEd”), entered into a Deferred
Prosecution Agreement (“DPA”) with the U.S. Attorney’s Office for the Northern
District of Illinois (“USAO”) to resolve a grand jury investigation of ComEd; and
WHEREAS, the Board has received several letters from shareholders demanding that
the Board investigate and address the alleged breaches of fiduciary duties and other
alleged violations by Exelon and ComEd officers and directors related to the conduct
described in the DPA, and one shareholder has filed a derivative action in the U.S.
District Court for the Northern District of Illinois captioned, Clem v. Crane, et al., Case
No. 21-cv-03611, containing similar allegations (collectively, the “Alleged
Violations”); and
WHEREAS, on March 1, 2021, the Board approved the formation of a Special

Litigation Committee (the “Committee”), consisting solely of disinterested and
independent individuals, to investigate and address the Alleged Violations and any
resulting actions that may be required or recommended, and the Board appointed Janet
Langford Carrig, Virginia Fogg, and Michele Coleman Mayes as members of the
Committee; and
WHEREAS, the Board delegated to the Committee the exclusive power and authority
of the Board to, among other things, investigate the Alleged Violations, and to make
recommendations to the full Board of Directors, based upon the outcome of their
investigation, including but not limited to whether the prosecution of derivative claims
is in the best interests of the Company; and
WHEREAS, the Board recognizes that the Committee’s investigation is governed by

Section 1783 of the Pennsylvania Consolidated Statutes, which provides that some or all
of the claims (i) asserted in demand letters, or (ii) in an action already commenced, may
only be settled on “terms approved by the Committee;” and
WHEREAS, the Board is informed that the Committee is still conducting its
investigation and evaluation of the Alleged Violations and has not yet made a final
determination regarding these Alleged Violations; and
WHEREAS, the Board has been informed that the Committee has determined as an
interim matter that it is in the best interests of the Company to engage in mediation in an
attempt to negotiate a settlement of the Alleged Violations while the Committee’s
investigation continues;
RESOLVED, the Board authorizes the Committee to engage in mediation in an attempt

to negotiate a settlement of the Alleged Violations on terms the Committee determines
are in the best interests of the Company; and
FURTHER RESOLVED, should a proposed settlement of the Alleged Violations be

negotiated in the mediation on terms the Committee determines are in the best interests
of the Company, the Committee shall, pursuant to Section 1783 of the Pennsylvania
Consolidated Statutes and the March 1, 2021 resolution, recommend any such settlement
to the Board, which shall determine whether or not to approve the settlement.
EXHIBIT 4
EXHIBIT 5
EXHIBIT 6
EXHIBIT 7
EXHIBIT 8
EXHIBIT 9
1100 Poydras Street, Suite 3200 NEW ORLEANS
New Orleans, LA 70163 NEW YORK
NEW JERSEY
TEL +1 504.455.1400
SAN FRANCISCO
FAX +1 504.455.1498
KSFcounsel.com
Melinda A. Nicholson
Partner – Admitted in LA & NY
January 5, 2022 Direct: 504.648.1842
[email protected]
VIA CERTIFIED MAIL,

RETURN RECEIPT REQUESTED
Christopher M. Crane
Chief Executive Officer
Exelon Corporation
10 S. Dearborn Street
49th Floor
Chicago, IL 60603
VIA UPS DELIVERY

Exelon Corporation
Attn: Board of Directors
c/o Corporate Creations Network, Inc.
1001 State Street, #1400
Erie, PA 16501
Re: Exelon Corporation Stockholder Litigation Demand
Dear Board Members:
We represent William Grunze (the “Stockholder”), a current stockholder of Exelon

Corporation (“Exelon” or the “Company”) who made a demand on August 23, 2021, to inspect
books and records of the Company pursuant to Section 1508 of the Pennsylvania Business
Corporation Law (the “Demand”). 1 The purpose of this letter is to demand that you take action to
remedy serious harm caused to the Company, including to remedy the breaches of fiduciary duties
by certain current and/or former Exelon directors and executive officers, including but not limited
to Anne R. Pramaggiore (“Pramaggiore”), Christopher M Crane (“Crane”), William A. Von
Hoene, Jr. (“Van Hoene”), and Joseph Dominguez (“Dominguez”), as well as Anthony K.
Anderson (“Anderson”), Ann C. Berzin (“Berzin”), Laurie Brlas (“Brlas”), Yves de Balmann
(“Balmann”), Nicholas DeBenedictus (“DeBenedictus”), Linda Jojo (“Jojo”), Paul Joskow
(“Joskow”, Robert J. Lawless (“Lawless”), Richard W. Mies (“Mies”), John M. Richardson
(“Richardson”), Mayo A. Shattuck III (“Shattuck”), Stephen D. Steinour (“Steinor”), John F.
Young (“Young”), Joseph Nigro (“Nigro”), Jeane M. Jones (“Jones”), and Juan Ochoa (“Ochoa”).
Pramaggiore, Crane, Van Hoene and Dominguez are hereinafter referred to as the “Executives,”
and the remaining named persons are referred to herein as the “Board Members.”
1
Unless otherwise defined herein, all capitalized terms shall have the same meaning as in
the Section 1508 Demand. A true and correct copy of the Section 1508 Demand is included
herewith as Exhibit 1 and incorporated herein.
Kahn Swick & Foti LLC, A Louisiana Limited Liability Company · New Orleans · New York · New Jersey
Kahn Swick & Foti LLP · San Francisco
Exelon Corporation -2- January 5, 2022

Board of Directors
In response to the Section 1508 Demand, the Company produced 1,244 pages of documents
(the “Production”). According to representations made by Exelon’s counsel, the Company
produced all minutes of any meetings of the board of directors and its committees between January
1, 2015 and July 2020 concerning the underlying factual allegations in the Securities Class Action
Complaint as well as the terms, admissions and implementation of the Deferred Prosecution
Agreement (“DPA”) and processes, protocols relating to the Company’s lobbying activities.
Indeed, the Production seems to include most meeting minutes and board books for board meetings
and board-level committee meetings during this time frame.
But, what is most important about the Production is not what it says, but what it does not
say. During the relevant period, the Board and its committees had regular meetings. Yet neither
the Board nor any of its committees discussed the bribery scandal elucidated herein until
December 3, 2019—nearly five months after the Company publicly admitted that it was being
investigated by the U.S. Attorney’s office, and nearly two months after a Special Oversight
Committee was allegedly formed. See EXE_GRUNZE_00001124. As a result of the Board’s
abject failure to oversee the Company’s operations, Exelon and its officers are defendants in the
Securities Class Action, the Company has paid $200 million in criminal fines, and certain of its
former executives and consultants have been indicted.
I. LEGAL OBLIGATIONS OF THE COMPANY’S FIDUCIARIES
As you are aware, by reason of their positions as the officers and/or directors of Exelon
and because of their ability to control the business and corporate affairs of Exelon, the Company’s
directors and officers owed and owe the Company and its stockholders fiduciary obligations of
loyalty, good faith, due care, disclosure, candor, and oversight, and were and are required to use
their utmost ability to control and manage Exelon in a fair, just, honest, and equitable manner. The
Company’s directors and officers were and are required to act in furtherance of the best interests
of Exelon and its stockholders so as to benefit all stockholders equally and not in furtherance of
their own personal interests or benefits. Similarly, the Company’s directors and officers owe to
Exelon and its stockholders the fiduciary duty to exercise good faith, loyalty, and diligence in the
administration of the affairs of the Company and in the use and preservation of its property and
assets, and to uphold the highest obligations of fair dealing. In addition, as officers and/or directors
of a publicly-held company, the Company’s directors and officers have and had a duty to promptly
disseminate accurate and truthful information with regard to the Company’s true financial
prospects.
In addition, each of the Executives and Board Members is bound by Exelon’s Code of
Business Conduct (the “Code”), which is applicable to all Exelon employees and Executives,
unless the Board grants a waiver of a provision of the Code of Conduct, and states, in pertinent
part:
• Mangers must: demonstrate the highest ethical standards and quality in their
work and expect the same from every other team member, never bend the rules

Board of Directors
or pressure others to do so, understand and communicate laws and regulations

affecting their areas of operation with support from the Legal Department and
other company subject matter experts . . . report problems or possible violations to
HR, the Legal Department or the Ethics Office, promptly seek guidance when they
are unsure about the right thing to do.
• “We never request, offer or accept any form of payment or incentive intended to
improperly influence a decision.”
• “Exelon . . . advocates for legislation we believe will enhance value for our
customers, communities, employees and shareholders. Those of us who have
contact with legislators, regulators, executive branch officials or their staffs may
be involved in lobbying, and must take care to comply with the laws applicable to
these activities.”
• “What’s Expected . . . Never use a third party to make payments or offers that
could be improper.”
Exelon also has a seven-page “Corporate Political Contributions Guidelines” which

pertains explicitly to the Company and its subsidiaries, and is posted on its webpage. These
guidelines established that:
• “Political Contributions shall comply with all applicable laws and regulations
related to ethics in government, lobbying, and political contributions.”
• “No Political Contribution should be made or committed under any condition

requiring confidentiality or otherwise limiting public disclosure.”
• “No Political Contribution will be given in anticipation of, in recognition of, or in

return for any Official Act.”
• “The Corporate Governance Committee will monitor the Company’s compliance

with policies and procedures related to corporate political spending.”
The Stockholder has decided to submit this letter to Exelon’s Board of Directors (the
“Board”) after review and analysis of: (a) documents and other information obtained as a result
of the Demand; (b) public filings and statements made by the Company and other persons with the
United States Securities Exchange Commission (“SEC”); (c) press releases and other publications
caused to be disseminated by certain of the Executives, Board Members, and other persons at the
Company; (d) news articles, stockholder communications, and postings on Exelon’s website
concerning the Company’s public statements; (e) complaints, orders, and other related materials
in litigation commenced by and/or against the Company and/or its affiliates; (f) review of other
publicly available information concerning Exelon and other persons; and (g) review of the

Board of Directors
Production. In sum, the Stockholder believes that the Board Members and the Executives have
violated their core fiduciary duty principles, causing Exelon to suffer significant damages.
Indeed, on December 16, 2019, a class action complaint was filed in the United States
District Court for the Northern District of Illinois, 2 alleging that the Company, its controlled
subsidiary Commonwealth Edison Company (“ComEd”), and certain of its officers 3 violated
federal securities laws by issuing false and misleading statements to the investing public. The
Securities Class Action Complaint alleges that, between February 8, 2019, and October 31, 2019,
inclusive (the “Class Period”), the Securities Class Action Defendants engaged in a fraudulent
scheme and course of conduct designed to conceal their participation in an eight-year long bribery
scheme, inflating the value of the Company’s stock during the Class Period.
On July 17, 2020, the United States Attorney’s Office for the Northern District of Illinois
(“USAO”) announced that it had entered into a deferred prosecution agreement (“DPA”) with
ComEd. Under the terms of the DPA, ComEd agreed to pay a $200 million criminal penalty and
made key admissions about its participation in the bribery scheme in a signed Statement of
Facts. 4 As described in the press release announcing the DPA:
ComEd admitted that its efforts to influence and reward the high-level elected official –
identified in the Statement of Facts as “Public Official A” – began in or around 2011
and continued through in or around 2019. During that time, the Illinois General
Assembly considered bills and passed legislation that had a substantial impact on
ComEd’s operations and profitability, including legislation that affected the regulatory
process used to determine the electricity rates ComEd charged its customers. Public
Official A controlled what measures were called for a vote in the Illinois House of
Representatives and exerted substantial influence over fellow lawmakers concerning
legislation affecting ComEd. The company admitted that it arranged for jobs and vendor
subcontracts for Public Official A’s political allies and workers even in instances where
2
The class action is styled Flynn v. Exelon Corporation, et al., No. 1:19-cv-08209 (the
“Securities Class Action.”). The allegations of Lead Plaintiff’s Complaint for Violations of the
Federal Securities Laws was filed on September 16, 2020 (the “Securities Class Action
Complaint”) is enclosed as Exhibit A to the Section 1508 Demand, and hereby incorporated into
this demand letter. On June 9, 2021, the Securities Class Action Defendants filed their Answer
and Defenses to the Complaint, which is attached as Exhibit B to the Section 1508 Demand, and
hereby incorporated into this demand letter.
3
The Securities Class Action Complaint names the following defendants: Exelon, ComEd,
Pramaggiore, Crane, Van Hoene, and Dominguez (collectively, the “Securities Class Action
Defendants”).
4
The DPA is captioned United States of America v. Commonwealth Edison Company, was
executed by ComEd officials on July 16, 2020, is attached as Exhibit C to the Section 1508
Demand, and hereby incorporated into this demand letter.

Board of Directors
those people performed little or no work that they were purportedly hired by ComEd to
perform.
In addition to the jobs and contracts, ComEd further admitted that it undertook other
efforts to influence and reward Public Official A, including by appointing an individual
to ComEd’s Board of Directors at the request of Public Official A; retaining a particular
law firm at the request of Public Official A; and accepting into the company’s
internship program a certain amount of students who resided in the Chicago ward where
Public Official A was associated. 5
On November 19, 2021, the USAO filed a criminal indictment (the “Criminal Complaint”)
against Securities Class Action Defendant Pramaggiore, as well as ComEd lobbyists Michael
McClain and John Hooker, and ComEd consultant Jay Doherty in the United States District Court
for the Northern District of Illinois, alleging violations of 18 U.S.C. § 371 (conspiracy to commit
fraud against the United States), 18 U.S.C. § 666(a)(2) (theft or bribery concerning programs
receiving federal funds), and 15 U.S.C. § 78m(b)(5) (falsification of books and records). 6 As of
this writing, a motion to dismiss two of the nine criminal counts is pending.
On April 21, 2021, the Hon. Virgina M. Kendall sustained the Securities Class Action
Complaint, holding, inter alia, that the plaintiff “pled sufficiently as to scienter and his Complaint
is replete with specific allegations that give rise to an inference that each [Securities Class Action]
Defendant acted with the required state of mind. Plaintiffs pled motive, including that the bribery
scheme was worth millions of dollars to the Company and each individual Defendant stood to gain
from the scheme.” Flynn v. Exelon Corp., No. 19 C 8209, 2021 U.S. Dist. LEXIS 76257, at *32
(N.D. Ill. Apr. 21, 2021).
II. BACKGROUND
Exelon describes itself as a “utility holding company engaged in the generation, delivery
and marketing of energy.” Its securities trade on the NASDAQ under the ticker symbol, EXC.
Prior to September 25, 2019, the Company’s shares traded on the NYSE under the same ticker
symbol. The Company is comprised of six utilities, including ComEd, which provides electric
service to customers in Northern Illinois and accounts for about one third of Exelon’s annual net
income. As a controlled subsidiary of Exelon, ComEd’s board of directors does not have separate
audit, nominating or compensations committees. Rather, these duties are fulfilled by Exelon’s
board of directors. While ComEd does not have publicly traded stock, it is an SEC filer because
it issues debt securities to the public.
5
Available at: https://www.justice.gov/usao-ndil/pr/commonwealth-edison-agrees-pay-
200-million-resolve-federal-criminal-investigation (last accessed September 22, 2021).
6
The Criminal Complaint is styled, United States of America v. McClain, et al., No. 1:20-
cr-00812, is attached as Exhibit D to the Section 1508 Demand, and hereby incorporated into this
demand letter.

Board of Directors
As admitted in the DPA, which was signed by Exelon’s Executive Vice President of
Compliance and Audit as well as Counsel for Counsel for Exelon and ComEd, “[f]rom in or around
2011 through in or around 2019, in an effort to influence and reward Public Official A’s [an
unidentified politician] efforts as Speaker of the Illinois House of Representatives, to assist ComEd
with respect to legislation concerning ComEd and its businesses, ComEd arranged for various
associates of Public Official A, including Public Official A’s political allies and individuals who
performed political work for Public Official A, to obtain jobs, vendor subcontracts, and monetary
payments associated with those jobs and subcontracts from ComEd, even in instances where
certain political allies and workers performed little or no work that they were purportedly hired to
perform for ComEd.”
The DPA further admits that “[c]ertain senior executives and agents of ComEd were
aware of these payments from their inception until they were discontinued in or around 2019”
including an unnamed “CEO-1” who coordinated efforts with a certain “Senior Executive 1” and
“Consultant 1” to arrange a series of illicit payments to various subcontractors. ComEd’s senior
executives were “aware of the purpose” of these payments: “namely that they were intended to
influence and reward Public Official A in connection with Public Official A’s official duties
and to advance ComEd’s business interests.” The Criminal Complaint identifies the CEO as
Securities Class Action Defendant Pramaggiore.
As part of the admitted bribery scheme, “Public Official A” sought the appointment of one
of his associates to ComEd’s board of directors. On April 26, 2019, ComEd filed a notice on form
14C with the United States Securities and Exchange Commission (“SEC”) stating that this
associate, identified as Juan Ochoa, had “served as a Director of ComEd since April 2019.”
ComEd admits that no one at ComEd or Exelon recruited this individual and that ComEd did not
interview or vet other outside candidates for his seat.
In exchange for its efforts, ComEd admitted in the DPA that it was “seeking Public Official
A’s support for legislation that was beneficial to ComEd, including EIMA [the Energy
Infrastructure Modernization Act] and FEJA [the Future Energy Jobs Act], that would ensure a
continued favorable rate structure for ComEd” and that the “reasonably foreseeable anticipated
benefits to ComEd of such legislation exceeded $150,000,000.” The EIMA was passed in October
of 2011, when the Illinois General Assembly voted to override the governor’s veto of the
legislation. While the EIMA was set to sunset in in 2017, it was later extended through 2019. The
FEJA, which provided clean energy subsidies for ComEd’s previously unprofitable nuclear power
plants, was passed in December of 2016, over objections that it was a taxpayer-financed
multibillion dollar bailout.
III. FALSE AND MISLEADING STATEMENTS
The Securities Class Action Complaint alleges that during the class period, the Securities
Class Action Defendants made materially false and misleading statements including affirmative
statements in (1) the Company’s Code of Business Conduct, such as “we never request, offer, or
accept any form of payment or incentive to improperly influence a decision” and (2) its
Contributions Guidelines declaring that “Political contributions during the reporting period were

Board of Directors
all made in accordance with its Corporate Political Contributions Guidelines” and that no
contributions were to be made “under any condition requiring confidentiality” or “in return for any
Official Act.” The truth of such statements is directly contradicted by ComEd’s admitted
participation in the eight-year long bribery scheme.
The Class Period began on February 8, 2019, when Exelon filed its 2018 Annual Report
on Form 10-K with the SEC, which attached its Code of Conduct as Exhibit 14. The Company
Code of Conduct was approved by the Exelon Board of Directors, including Defendant Crane. In
addition to the statements discussed above, the Code of Conduct began with a “Leadership
Message” from Defendant Crane. The “Leadership Message” claimed: “This is no poster on the
wall. Our Code is an active and vibrant part of our everyday business: how we act, how we make
decisions, how we treat our partners and colleagues, how we relate to the communities where we
each live and work.” The Company Code of Conduct stated that it applied to essentially everyone
associated with the Company including: “directors, officers and employees,” Exelon
“subsidiaries,” “[t]hird parties such as consultants,” and added that “[a]ll non-represented [e.g.,
non-union] employees and members of the Board of Directors must complete a certification
of compliance questionnaire each year.”
Throughout the Class Period, Exelon made references to the Code of Conduct in SEC
filings signed by the Securities Class Action Defendants, and published it on its website. As
discussed above, the Code of Conduct stated that it applied to everyone associated with the
Company, including subsidiaries such as ComEd, and falsely affirmed, for example, that, “[Exelon
officials] never request, offer or accept any form of payment or incentive intended to improperly
influence a decision.”
In the section of the 2018 Annual Report called “Lobbying,” the Company stated that:
No Exelon personnel may engage in lobbying activities on behalf of the Company,

testify or provide comments before any legislative committees for Exelon, or accept an
appointment to an advisory or study group established by a legislative body or
administrative agency on behalf of Exelon without first obtaining the approval of
Government and Regulatory Affairs or the Legal Department. Government and
Regulatory Affairs will also help ensure compliance with all lobbying registration,
reporting, and disclosure requirements. All Exelon lobbyists are expected to follow
both the letter and spirit of the lobbying laws and to maintain the highest standards
of professional integrity. If you have questions regarding lobbying, seek guidance
from the Legal Department, Government and Regulatory Affairs, or the Ethics and
Compliance Office.
Finally, in the “Risk Factors” section of the 2018 Annual Report, the Company stated,
purported to disclose potential risks to its public image, but omitted any reference to the bribery
scheme:
The Registrants [including Exelon and ComEd] have large consumer customer bases
and as a result could be the subject of public criticism focused on the operability of

Board of Directors
their assets and infrastructure and quality of their service. Adverse publicity of this
nature could render legislatures and other governing bodies, public service
commissions and other regulatory authorities, and government officials less likely to
view energy companies such as Exelon and its subsidiaries in a favorable light, and
could cause Exelon and its subsidiaries to be susceptible to less favorable legislative
and regulatory outcomes, as well as increased regulatory oversight and more stringent
legislative or regulatory requirements (e.g. disallowances of costs, lower ROEs). The
imposition of any of the foregoing could have a material negative impact on the
Registrants’ business or consolidated financial statements [(“Operability Risk
Statement”)].
Also on Exelon’s website on February 8, 2019, and every subsequent day of the Class
Period, Exelon published its Political Contributions Report for the period of January 1, 2018-June
30, 2018 (the “1H 2018 Contributions Report”). 7 The 1H 2018 Contributions Report contained
the following false and misleading statements:
• Exelon’s political contributions during the reporting period were all made in
accordance with its Corporate Political Contributions Guidelines.
• This report includes a listing of Exelon’s political contributions for the above noted
reporting period.
On March 20, 2019, Exelon filed its annual Proxy Statement on Schedule 14A (“Exelon
2019 Proxy Statement”), which was solicited to shareholders “on behalf of the Board of Directors”
(including Crane) and quoted Defendant Crane. The Exelon 2019 Proxy Statement again directed
investors to the Company Code of Conduct on the website. On that date, Exelon also had published
on its website its Political Contributions Guidelines and Political Contributions Report. Further,
the Exelon 2019 Proxy Statement highlighted the accountability of the Board of Directors, saying:
The Board regularly reviews management's systematic approach to identifying and

assessing risks faced by Exelon and each business unit, taking into account emerging
trends and developments and in connection with capital investments and business
opportunities. . . .
The Company and its business units/operating companies also have Risk Management
Committees composed of select senior officers including the chief executive officers
of those business units/operating companies and the Exelon CEO, who meet regularly
to discuss matters related to enterprise risk management generally, risks associated with
new developments or proposed transactions under consideration, and ensure that
processes are in place to identify and assess risks within the business as well as
7
The 1H 2018 Contributions Report is available at
https://www.exeloncorp.com/company/Documents/2018%20-%20Jan
June%20Political%20Contributions.pdf (last accessed September 20, 2021).

Board of Directors
measure and manage risk exposures in accordance with Exelon’s policies, programs,
strategies, and risk appetite as approved by the Exelon Board.
The misleading 2019 Proxy Statement was a necessary and essential element of getting the
members of the Board reelected
On April 26, 2019, ComEd filed its annual Proxy Statement on Schedule 14C (“ComEd
2019 Proxy Statement”), which again directed investors to the Company Code of Conduct on the
website, which the ComEd Proxy Statement said was “the code of conduct applicable to Comed.”
On May 2, 2019 the Company filed its 1Q19 Quarterly Report and hosted an earnings call
(“1Q19 Earnings Call”) to discuss it. On the 1Q19 Earnings Call, Defendant Crane discussed the
Company’s efforts to pass favorable legislation, saying:
In Illinois, legislation was introduced that would require the Illinois Power Authority
to procure clean capacity for ComEd customers using the fixed resource requirement
mechanism that is currently in the PJM tariff. In addition to supporting of course truly
clean energy future, in Illinois the legislation would also ensure that consumers pay
less than they do today.
The concept of the FRR 8 has a wide support and has been endorsed by the Illinois hub
–the Clean Jobs Coalition and organized labor. Another piece of legislation has been
introduced into Illinois to extend the formula rate–ComEd’s formula rate provides
tangible benefits to the consumers as well as certainty we need to make investments
and improve reliability and resiliency in customer service while keeping the bills
affordable.”
The Securities Class Action Defendants’ Class Period SEC filings were also materially
misleading because they failed to disclose the Company faced substantial risk of criminal penalties
due to the Company’s changed strategy from legal lobbying to an eight-year illegal and
undisclosed bribery scheme to secure favorable Illinois legislation in violation of Items 303 and
105 of SEC Regulation S-K and generally accepted accounting principles (“GAAP”)
IV. THE TRUTH EMERGES
The truth began to emerge on July 12, 2019 when WBEZ Chicago published an article
titled, “Sources: Feds Search For Michael Madigan Records At Home Of Retired Alderman,”
which reported that federal agents executed a search warrant on the Southwest Side home of retired
Chicago Ald. Michael Zalewski, in May 2019, saying, “sources familiar with the investigation say
8
The process for buying capacity outside of the established regional transmission
organizations (“RTOs”) is referred to as the fixed resource requirement or “FRR.”

Board of Directors
they were seeking records regarding [Public Official A].” 9 The WBEZ Chicago article further
reported that Exelon and ComEd had received a grand jury subpoena for records related to the
investigation and stated that “[t]he ongoing corruption investigation into Chicago and Illinois
government is being led by . . . the U.S. attorney for the Northern District of Illinois.”
On July 15, 2019, Exelon and ComEd each separately filed a combined Current Report on
Form 8-K stating that Exelon and ComEd “received a grand jury subpoena from the U.S.
Attorney’s Office for the Northern District of Illinois requiring production of information
concerning their lobbying activities in the State of Illinois. The Companies have pledged to
cooperate fully and are cooperating fully with the U.S. Attorney’s Office in expeditiously
providing the requested information.”
On August 1, 2019, the Exelon hosted an earnings call to discuss its Second Quarter 2019
results. In response to an analyst’s question about how grand jury subpoena might affect the
chances of passing the Clean Energy Progress Act (“CEPA”), which was favorable to Exelon,
Securities Class Action Defendant Van Hoene represented that it would have “no impact on the
level of activity or the intensity of the activity.” Analysts responded to the Securities Class Action
Defendants’ efforts to downplay the significance of the investigation. For example, on August 13,
2019, analysts from Credit Suisse issued a report reiterating their positive views on Exelon. The
analysts believed Exelon was not at risk, stating, for example, “[w]e see support for the [CEPA]
unbowed despite a US Attorney Grand Jury and FBI investigation into [the] Illinois House
Speaker.” Rather than targeting Exelon or ComEd, analysts noted that the media had “reported a
federal investigation into associates of [Public Official A] who have allegedly taken sizeable
payments from [external] ComEd lobbyists.”
On October 9, 2019, Exelon and ComEd filed a report on Form 8-K with the SEC stating
that Exelon and ComEd had “received a second grand jury subpoena from the U.S. Attorney’s
Office for the Northern District of Illinois that requires production of records of any
communications with certain individuals and entities, including Illinois State Senator Martin
Sandoval.” It also disclosed that “[o]n June 21, 2019, the Exelon Corporation Board formed a
Special Oversight Committee, consisting solely of independent directors, to oversee [Exelon and
ComEd’s] cooperation and compliance with the subpoena, any further action taken by the U.S.
Attorney and any resulting actions that may be required or recommended.” It was later revealed
that the Special Oversight Committee included Board Members Mayo Shattuck, Anthony
Anderson, Yves de Balmann and Robert Lawless.
After market close on October 15, 2019, Exelon issued a press release announcing the
sudden “retirement” of Securities Class Action Defendant Pramaggiore from both her role as the
CEO of Exelon Utilities and as Vice Chairman of the ComEd Board of Directors, “effective
immediately.” On October 17, 2019, analysts from Morgan Stanley issued a report stating that
“[y]esterday, following the news about Pramaggiore’s early retirement the night before, EXC’s
9
The article identified the subject of the investigation as Illinois House Speaker Michael
Madigan.

Board of Directors
stock underperformed the group by 5%.” Analysts highlighted that potential damage could include
“a degradation in the relationship between the company and legislators and regulators in Illinois.”
The analysts noted that Exelon was seeking 2019 legislation that would allow its nuclear plants to
enter into long-term capacity contracts that “would add $4/share in value,” but noted that was at
risk because “[i]t is possible that an unfavorable outcome of the of the federal investigation” could
“reduce or eliminate the chances of such legislation passing.”
After the news on October 15-17, 2019, the price of Exelon common stock declined from
$47.06 per share on October 15, 2019 to $44.91 per share on October 16, 2019 and to $44.06 per
share on October 17, 2019, eliminating approximately $2.9 billion in market capitalization, even
though the S&P 500 Index experienced a net increase between October 15 to October 17, 2019.
The Class Period ended on October 31, 2019, when Exelon revealed that the SEC had
notified the Company that it had opened an investigation into its lobbying activities in its third
quarter 2019 report. On this news, the price of Exelon common stock declined 2.5%, from a
closing price of $46.66 on October 30, to a closing price of $45.49 on October 31, 2019.
As discussed above, ComEd entered into its deferred prosecution agreement in July of
2020, pursuant to which it agreed to a) stipulate to a statement of facts describing the Company’s
role in the bribery scheme, b) pay $200 million in criminal penalties, c) cooperate with the USAO’s
investigation, and d) employ a corporate compliance program, including annual reporting on its
implementation. In November of 2020, the USAO filed its Criminal Complaint against Securities
Class Action Defendant Pramaggiore, and consultants McClain, Hooker, and Doherty.
Exelon’s Corporate Political Contributions Guidelines provides that “[t]he Corporate

Governance Committee will monitor the Company’s compliance with policies and procedures
related to corporate political spending.” But, the Production reveals that neither the Board nor the
Corporate Governance Committee discussed the bribery scandal until at least December 3, 2019—
nearly five months after the Company publicly admitted that it was being investigated by the U.S.
Attorney’s office, and nearly four months after the Special Oversight Committee was allegedly
formed. See EXE_GRUNZE_00001124. And even at the December 3, 2019 meeting—the only
reference was an entry in the agenda for that date’s meeting reflecting that there would be an
“update on Illinois matter and FRR.” Id. Thus it is unclear the extent to which the Board discussed
the ongoing investigations into ComEd’s lobbying activities as opposed to the underlying
legislation the Company was advocating for, much less engaged in its oversight duties.
The bribery scandal did not seem to get the full attention of the Board until its January 28,
2020 meeting, well after the damages to the Company had already been incurred. But again, the
extent to which the Board discussed the ongoing investigation is unclear since the meeting minutes
are almost entirely redacted on the basis of attorney-client and work product privileges or non-
responsiveness. See EXE_GRUNZE_00000192-98.
That the Corporate Governance Committee and the rest of the Board managed to remain
either ignorant or mute during an eight year-long bribery scandal, and even after the Company

Board of Directors
publicly disclosed that (i) it had received grand jury subpoenas from the DOJ, (ii) had formed
Special Oversight Committee, and (iii) was being investigated by the SEC is a testament to the
Board members’ inability to fulfill their fiduciary duties to manage the internal affairs of the
Company. This longstanding failure sharply contradicts Exelon’s public representations that the
Board “regularly reviews management's systematic approach to identifying and assessing risks
faced by Exelon and each business unit” as stated (for example) in its 2019 Proxy Statement.
Had the Board been exercising proper oversight, it would have known that (i) Com Ed’s
senior executives “arranged” for various associates a high ranking public offical “to obtain jobs,
vendor subcontracts, and monetary payments associated with those jobs and subcontracts from
ComEd, even in instances where certain political allies and workers performed little or no work
that they were purportedly hired to perform for ComEd” and (ii) that these illegal activities
rendered its public statements false and misleading. The Board’s failure to implement a monitoring
system that would have informed it of this misconduct constitutes a breach of its fiduciary duties.
V. DAMAGES TO THE COMPANY
As a result of the Board Members’, and the Executives’ improprieties, the Company
disseminated improper public statements concerning Exelon’s compliance with federal and state
laws as well as its own internal policies.
In general, current and potential investors consider a company’s ability to accurately value
its business prospects and evaluate its own performance when making decisions on whether to
purchases, sell, or hold a company’s stock. Investors are less likely to invest in companies that are
not transparent about their revenues, let alone companies like Exelon that have been engaged in
longstanding scheme to bribe public officials. Exelon’s ability to raise equity capital or debt on
favorable terms in the future has now been impaired. Further, the Company stands to incur higher
marginal costs of capital and debt because the improper and misleading statements disseminated
on the Company’s behalf by the Executives and Board Members have materially increased the
perceived risks of investing in and lending money to the Company. Exelon’s goodwill and
reputation have been materially undermined and tarnished.
Further, as a direct and proximate result of the actions and/or inactions described herein,
Altria has expended and will continue to expend significant sums of money. Such expenditures
include but are not limited to:
i. costs incurred from defending and paying any settlement in the Securities Class
Action, the DOJ Settlement, and the SEC investigation;
ii. costs incurred from compensation and benefits paid to the Executives, the Board
Members, and others who have breached their fiduciary duties to Exelon and its
stockholders.
Overall, the Company has expended and will expend millions of dollars, if not more, in
legal fees and costs associated with the Securities Class Action, the DOJ Settlement, the SEC

Board of Directors
investigation and/or other private litigation due to the wrongdoing herein. The Company has
otherwise also wasted a substantial amount of money in compensating the Board Members and
Executives as directors and officers. Moreover, the Company’s reputation has been severely
damaged and the Company’s market capitalization has been diminished significantly. All of this
substantial damage to Exelon stems proximately from the Board Members’ and the Executives’
conscious and willful breaches of their fiduciary duties, abuse of control, and other malfeasance.
VI. DEMAND
Based on these events, the Stockholder contends that the Board Members and the
Executives breached their fiduciary duties of loyalty, good faith, due care, disclosure, candor, and
oversight and by omitting and misrepresenting material information about their engagement in a
fraudulent scheme and course of conduct designed to conceal their participation in an eight-year
long bribery scheme, which artificially inflated the value of the Company’s stock.
Accordingly, pursuant to Pennsylvania law, and on behalf of the Stockholder, we hereby

demand that the Board undertake (or cause to be undertaken) a completely independent internal
investigation into the Board Members’ and the Executives’ violations of Pennsylvania and/or
federal law with the assistance of independent outside legal counsel. This investigation should be
sufficient to determine:
i. which current or former Exelon employees, officers, and/or directors were

responsible for, and/or had knowledge of the Company’s inadequate
internal controls over financial reporting;
ii. which current or former Exelon employees, officers, and/or directors were
responsible for, had knowledge of, and/or played an active role in the
Company’s failure to comply with applicable laws;
iii. which current or former Exelon employees, officers, directors, and/or

agents were responsible for, had knowledge of, and/or played an active role
in the Company/s false and misleading disclosures;
iv. any wrongdoing by Defendant Pramaggiore and/or her team, including any
benefits she may have wrongfully received in association with her
retirement;
v. the terms of Juan Ochoa’s appointment and removal from the Board of
Directors;
vi. the extent to which the current or former Exelon employees, officers,
directors, and/or agents benefited as a result of the breaches of fiduciary
duty owed to the Company and its stockholders;
vii. the extent of the Company’s damages as a result of the foregoing; and

Board of Directors
Following the investigation, the Stockholder demands that the Company take appropriate
disciplinary action, up to and including suspension and/or recovery of incentive compensation and
termination for cause, against the persons responsible for perpetrating the wrongdoing and/or
failing to detect and prevent it. Further, the Stockholder demands that the Company commence a
civil action against those individuals and/or entities who harmed the Company to recover for the
benefit of the Company the amount of damages sustained by the Company as a result of the
breaches of fiduciary duties alleged herein. In addition to the claims for breaches of fiduciary
duty, the legal proceedings should also bring claims for indemnification and contribution, among
other relevant and appropriate claims. The legal proceedings should also seek recovery of the
salaries, bonuses, director remuneration, and other compensation paid to the parties responsible
because these parties were unjustly enriched by such compensation.
Finally, following the investigation, the Stockholder demands that the Company undertake
a comprehensive review and overhaul of the Company’s corporate governance and compliance
practices and systems of internal controls and reporting for the purpose of not only preventing a
recurrence of the failures detailed above, but to optimize them in light of current relevant best
practices.
This letter is also being sent so that, in the event that derivative litigation on behalf of
Exelon shall be necessary, the Company will have been given the first opportunity to commence
the demanded litigation itself. Absent prompt action by the Company to obtain recovery of its
damages and to prevent further damages, we intend to pursue legal redress on behalf of the
Stockholder and the Company.
We understand that a special litigation committee (“SLC”) has been established to review
litigation demands that may be similar to this one. Please confirm promptly whether this committee
will evaluate this demand as well as who has been appointed to it, as required by Section 1783(a)
of the Pennsylvania Business Corporation Law. Thank you for your attention to this matter. Please
do not hesitate to contact the undersigned should you have any questions or wish to discuss this
matter.
Best Regards,
cc: William Grunze
Edmund Polubinksi III (via email and overnight mail)

Davis Polk &Wardwell LLP
450 Lexington Avenue
New York, NY 10017
[email protected]
EXHIBIT 1 TO THIS LETTER

HAS BEEN OMITTED HERE
AND IS ATTACHED TO THIS REPORT
SEPARATELY AS EXHIBIT 10
EXHIBIT 10
1100 Poydras Street, Suite 3200 NEW ORLEANS
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NEW JERSEY
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Direct: 504.648.1842
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August 23, 2021
VIA CERTIFIED MAIL,

RETURN RECEIPT REQUESTED
Christopher M. Crane
Chief Executive Officer
Exelon Corporation
10 S. Dearborn Street
49th Floor
Chicago, IL 60603
VIA UPS DELIVERY

Exelon Corporation
Attn: Board of Directors
c/o Corporate Creations Network, Inc.
1001 State Street, #1400
Erie, PA 16501
Re: Demand to Inspect Books and Records of Exelon Corporation Pursuant to

Pennsylvania Common Law and
Pennsylvania Business Corporation Law Section 1508
Dear Mr. Crane:
We represent William Grunze (the “Stockholder”), a current stockholder of Exelon

Corporation (“Exelon” or the “Company”), and write on the Stockholder’s behalf to request that
the Company provide certain books and records for the Stockholder’s inspection.1 The Stockholder
requires these books and records in order to, among other things, investigate and evaluate whether
members of the Exelon’s Board of Directors (the “Board”) and/or its executive officers have
breached their fiduciary duties, as described in more detail below. As a holder of Exelon common
stock, the Stockholder is entitled to inspect the relevant books and records pursuant to Section
1508 of the Pennsylvania Business Corporation Law, 15 Pa.C.S. § 1508 (“Section 1508”).
On December 16, 2019, a class action complaint was filed in the United States District
Court for the Northern District of Illinois,2 alleging that the Company, its controlled subsidiary
1
This firm is authorized to act on behalf of the Stockholder in connection with this matter
pursuant to the Affirmation executed by the Stockholder enclosed herein as Exhibit A.
2
The class action is styled Flynn v. Exelon Corporation, et al., No. 1:19-cv-08209 (the
“Securities Class Action.”). The allegations of Lead Plaintiff’s Complaint for Violations of the
Kahn Swick & Foti LLC, A Louisiana Limited Liability Company · New Orleans · New York · New Jersey
Kahn Swick & Foti LLP · San Francisco
Exelon Corporation August 23, 2021

Board of Directors Page -2-
Commonwealth Edison Company (“ComEd”), and certain of its officers3 violated federal
securities laws by issuing false and misleading statements to the investing public. The Securities
Class Action Complaint alleges that, between February 8, 2019, and October 31, 2019, inclusive
(the “Class Period”), the Securities Class Action Defendants engaged in a fraudulent scheme and
course of conduct designed to conceal their participation in an eight-year long bribery scheme,
inflating the value of the Company’s stock during the Class Period. Specifically, the Securities
Class Action Defendants are alleged to have made numerous material misstatements including
affirmative statements in (1) the Company’s Code of Business Conduct, such as “we never request,
offer, or accept any form of payment or incentive to improperly influence a decision” and (2) its
Contributions Guidelines declaring that “Political contributions during the reporting period were
all made in accordance with its Corporate Political Contributions Guidelines” and that no
contributions were to be made “under any condition requiring confidentiality” or “in return for any
Official Act.” The truth of such statements is directly contradicted by ComEd’s admitted
participation in the eight-year long bribery scheme.
On July 17, 2020, the United States Attorney’s Office for the Northern District of Illinois
(“USAO”) announced that it had entered into a deferred prosecution agreement (“DPA”) with
ComEd. Under the terms of the DPA, ComEd agreed to pay a $200 million criminal penalty and
made key admissions about its participation in the bribery scheme in a signed Statement of
Facts.4 As described in the press release announcing the DPA:
ComEd admitted that its efforts to influence and reward the high-level elected official
– identified in the Statement of Facts as “Public Official A” – began in or around 2011
and continued through in or around 2019. During that time, the Illinois General
Assembly considered bills and passed legislation that had a substantial impact on
ComEd’s operations and profitability, including legislation that affected the regulatory
process used to determine the electricity rates ComEd charged its customers. Public
Official A controlled what measures were called for a vote in the Illinois House of
Representatives and exerted substantial influence over fellow lawmakers concerning
legislation affecting ComEd. The company admitted that it arranged for jobs and
vendor subcontracts for Public Official A’s political allies and workers even in
Federal Securities Laws was filed on September 16, 2020 (the “Securities Class Action
Complaint”) is enclosed herein as Exhibit B, and hereby incorporated into this demand letter. On
June 9, 2021, the Securities Class Action Defendants filed their Answer and Defenses to the
Complaint, which is enclosed herein as Exhibit C, and hereby incorporated into this demand letter.
3
The Securities Class Action Complaint names the following defendants: Exelon, ComEd,
Anne R. Pramaggiore (“Pramaggiore”), Christopher M Crane (“Crane”), William A. Von Hoene,
Jr. (“Van Hoene”), and Joseph Dominguez (“Dominguez”) (collectively, the “Securities Class
Action Defendants”).
4
The DPA is captioned United States of America v. Commonwealth Edison Company, was
executed by ComEd officials on July 16, 2020, is enclosed herein as Exhibit D, and hereby
incorporated into this demand letter.

instances where those people performed little or no work that they were purportedly
hired by ComEd to perform.
In addition to the jobs and contracts, ComEd further admitted that it undertook other
efforts to influence and reward Public Official A, including by appointing an individual
to ComEd’s Board of Directors at the request of Public Official A; retaining a particular
law firm at the request of Public Official A; and accepting into the company’s
internship program a certain amount of students who resided in the Chicago ward where
Public Official A was associated.5
On November 19, 2021, the USAO filed a criminal indictment (the “Criminal Complaint”)
against Securities Class Action Defendant Pramaggiore, as well as ComEd lobbyists Michael
McClain and John Hooker, and ComEd consultant Jay Doherty, alleging violations of 18 U.S.C. §
371 (conspiracy to commit fraud against the United States), 18 U.S.C. § 666(a)(2) (theft or bribery
concerning programs receiving federal funds), and 15 U.S.C. § 78m(b)(5) (falsification of books
and records).6 As of this writing, a motion to dismiss two of the nine criminal counts is pending.
On April 21, 2021, the Hon. Virgina M. Kendall sustained the Securities Class Action
Complaint, holding, inter alia, that the plaintiff “pled sufficiently as to scienter and his Complaint
is replete with specific allegations that give rise to an inference that each [Securities Class Action]
Defendant acted with the required state of mind. Plaintiffs pled motive, including that the bribery
scheme was worth millions of dollars to the Company and each individual Defendant stood to gain
from the scheme.” Flynn v. Exelon Corp., No. 19 C 8209, 2021 U.S. Dist. LEXIS 76257, at *32
(N.D. Ill. Apr. 21, 2021).
BACKGROUND
Exelon describes itself as a “utility holding company engaged in the generation, delivery
and marketing of energy.” Its securities trade on the NASDAQ under the ticker symbol, EXC.
Prior to September 25, 2019, the Company’s shares traded on the NYSE under the same ticker
symbol. The Company is comprised of six utilities, including ComEd, which provides electric
service to customers in Northern Illinois and accounts for about one third of Exelon’s annual net
income. As a controlled subsidiary of Exelon, ComEd’s board of directors does not have separate
audit, nominating or compensations committees. Rather, these duties are fulfilled by Exelon’s
board of directors. While ComEd does not have publicly traded stock, it is an SEC filer because
it issues debt securities to the public.
As admitted in the DPA, which was signed by Exelon’s Executive Vice President of
Compliance and Audit as well as Counsel for Counsel for Exelon and ComEd, “[f]rom in or around
5
Available at: https://www.justice.gov/usao-ndil/pr/commonwealth-edison-agrees-pay-
200-million-resolve-federal-criminal-investigation (last accessed August 23, 2021).
6
The Criminal Complaint is styled, United States of America v. McClain, et al., No. 1:20-
cr-00812, is enclosed herein as Exhibit E, and hereby incorporated into this demand letter.

2011 through in or around 2019, in an effort to influence and reward Public Official A’s [an
unidentified politician] efforts as Speaker of the Illinois House of Representatives, to assist ComEd
with respect to legislation concerning ComEd and its businesses, ComEd arranged for various
associates of Public Official A, including Public Official A’s political allies and individuals who
performed political work for Public Official A, to obtain jobs, vendor subcontracts, and monetary
payments associated with those jobs and subcontracts from ComEd, even in instances where
certain political allies and workers performed little or no work that they were purportedly hired to
perform for ComEd.”
The DPA further admits that “[c]ertain senior executives and agents of ComEd were
aware of these payments from their inception until they were discontinued in or around 2019”
including an unnamed “CEO-1” who coordinated efforts with a certain “Senior Executive 1” and
“Consultant 1” to arrange a series of illicit payments to various subcontractors. ComEd’s senior
executives were “aware of the purpose” of these payments: “namely that they were intended to
and to advance ComEd’s business interests.” The Criminal Complaint identifies the CEO as
Securities Class Action Defendant Pramaggiore.
As part of the admitted bribery scheme, “Public Official A” sought the appointment of one
of his associates to ComEd’s board of directors. On April 26, 2019, ComEd filed a notice on form
14C with the United States Securities and Exchange Commission (“SEC”) stating that this
associate, identified as Juan Ochoa, had “served as a Director of ComEd since April 2019.”
ComEd admits that no one at ComEd or Exelon recruited this individual and that ComEd did not
interview or vet other outside candidates for his seat.
In exchange for its efforts, ComEd admitted in the DPA that it was “seeking Public Official
A’s support for legislation that was beneficial to ComEd, including EIMA [the Energy
Infrastructure Modernization Ac] and FEJA [the Future Energy Jobs Act], that would ensure a
continued favorable rate structure for ComEd” and that the “reasonably foreseeable anticipated
benefits to ComEd of such legislation exceeded $150,000,000.” The EIMA was passed in October
of 2011, when the Illinois General Assembly voted to override the governor’s veto of the
legislation. While the EIMA was set to sunset in in 2017, it was later extended through 2019. The
FEJA, which provided clean energy subsidies for ComEd’s previously unprofitable nuclear power
plants, was passed in December of 2016, over objections that it was a taxpayer-financed
multibillion dollar bailout.
The Class Period began on February 8, 2019, when Exelon filed its 2018 Annual Report
on Form 10-K with the SEC, which attached its Code of Conduct as Exhibit 14. In the section,
“Lobbying,” it stated that:
No Exelon personnel may engage in lobbying activities on behalf of the Company,

testify or provide comments before any legislative committees for Exelon, or accept an
appointment to an advisory or study group established by a legislative body or
administrative agency on behalf of Exelon without first obtaining the approval of
Government and Regulatory Affairs or the Legal Department. Government and

Regulatory Affairs will also help ensure compliance with all lobbying registration,
reporting, and disclosure requirements. All Exelon lobbyists are expected to follow
both the letter and spirit of the lobbying laws and to maintain the highest standards of
professional integrity. If you have questions regarding lobbying, seek guidance from
the Legal Department, Government and Regulatory Affairs, or the Ethics and
Compliance Office.
Throughout the Class Period, Exelon made references to the Code of Conduct in SEC
filings signed by the Securities Class Action Defendants, and published it on its website. The Code
of Conduct stated that it applied to everyone associated with the Company, including subsidiaries
such as ComEd, and affirmed that:
• “We never request, offer or accept any form of payment or incentive intended to
improperly influence a decision.”
• “Exelon . . . advocates for legislation we believe will enhance value for our
be involved in lobbying, and must take care to comply with the laws applicable to
these activities.”
• “What’s Expected . . . Never use a third party to make payments or offers that
During the Class Period, Exelon also made repeated references to its Contributions
Guidelines, which purportedly established that:
• “No Political Contribution should be made or committed under any condition

• “No Political Contribution will be given in anticipation of, in recognition of, or in

return for any Official Act.”
The Securities Class Action Defendants’ Class Period SEC filings were also materially
misleading because they failed to disclose the Company faced substantial risk of criminal penalties
due to the Company’s changed strategy from legal lobbying to an eight-year illegal and
undisclosed bribery scheme to secure favorable Illinois legislation in violation of Items 303 and
105 of SEC Regulation S-K and generally accepted accounting principles (“GAAP”).
FALL-OUT
The truth began to emerge on July 12, 2019 when WBEZ Chicago published an article
titled, “Sources: Feds Search For Michael Madigan Records At Home Of Retired Alderman,”
which reported that federal agents executed a search warrant on the Southwest Side home of retired

Chicago Ald. Michael Zalewski, in May 2019, saying, “sources familiar with the investigation say
they were seeking records regarding [Public Official A].”7 The WBEZ Chicago article further
On July 15, 2019, Exelon and ComEd each separately filed a combined Current Report on
Form 8-K stating that Exelon and ComEd “received a grand jury subpoena from the U.S.
On August 1, 2019, the Exelon hosted an earnings call to discuss its Second Quarter 2019
results. In response to an analyst’s question about how grand jury subpoena might affect the
chances of passing the Clean Energy Progress Act (“CEPA”), which was favorable to Exelon,
Securities Class Action Defendant Van Hoene represented that it would have “no impact on the
level of activity or the intensity of the activity.” Analysts responded to the Securities Class Action
Defendants’ efforts to downplay the significance of the investigation. For example, on August 13,
2019, analysts from Credit Suisse issued a report reiterating their positive views on Exelon. The
analysts believed Exelon was not at risk, stating, for example, “[w]e see support for the [CEPA]
unbowed despite a US Attorney Grand Jury and FBI investigation into [the] Illinois House
Speaker.” Rather than targeting Exelon or ComEd, analysts noted that the media had “reported a
federal investigation into associates of [Public Official A] who have allegedly taken sizeable
payments from [external] ComEd lobbyists.”
On October 9, 2019, Exelon and ComEd filed a report on Form 8-K with the SEC stating
that Exelon and ComEd had “received a second grand jury subpoena from the U.S. Attorney’s
Office for the Northern District of Illinois that requires production of records of any
Attorney and any resulting actions that may be required or recommended.” It was later revealed
that the Special Oversight Committee included Board Members Mayo Shattuck, Anthony
Anderson, Yves de Balmann and Robert Lawless.
After market close on October 15, 2019, Exelon issued a press release announcing the
sudden “retirement” of Securities Class Action Defendant Pramaggiore from both her role as the
CEO of Exelon Utilities and as Vice Chairman of the ComEd Board of Directors, “effective
immediately.” On October 17, 2019, analysts from Morgan Stanley issued a report stating that
7
The article identified the subject of the investigation as Illinois House Speaker Michael
Madigan.

“[y]esterday, following the news about Pramaggiore’s early retirement the night before, EXC’s
stock underperformed the group by 5%.” Analysts highlighted that potential damage could include
“a degradation in the relationship between the company and legislators and regulators in Illinois.”
The analysts noted that Exelon was seeking 2019 legislation that would allow its nuclear plants to
enter into long-term capacity contracts that “would add $4/share in value,” but noted that was at
risk because “[i]t is possible that an unfavorable outcome of the of the federal investigation” could
“reduce or eliminate the chances of such legislation passing.”
After the news on October 15-17, 2019, the price of Exelon common stock declined from
$47.06 per share on October 15, 2019 to $44.91 per share on October 16, 2019 and to $44.06 per
share on October 17, 2019, eliminating approximately $2.9 billion in market capitalization, even
The Class Period ended on October 31, 2019, when Exelon revealed that the SEC had
notified the Company that it had opened an investigation into its lobbying activities in its third
quarter 2019 report. On this news, the price of Exelon common stock declined 2.5%, from a
closing price of $46.66 on October 30, to a closing price of $45.49 on October 31, 2019.
As discussed above, ComEd entered into its deferred prosecution agreement in July of
2020, pursuant to which it agreed to a) stipulate to a statement of facts describing the Company’s
role in the bribery scheme, b) pay $200 million in criminal penalties, c) cooperate with the USAO’s
investigation, and d) employ a corporate compliance program, including annual reporting on its
implementation. In November of 2021, the USAO filed its Criminal Complaint against Securities
Class Action Defendant Pramaggiore, and consultants McClain, Hooker, and Doherty.
Exelon’s admitted and longstanding participation in the bribery of Illinois state officials is
sufficient evidence that the Board was aware that the Company’s public statements concerning its
ethical responsibilities and lobbying regulations were false and misleading, yet it continued to
make and/or allow numerous false public statements to the contrary. The only possible alternative
is that the Board had completely failed to implement a monitoring system that would inform it of
this blatant misconduct. Either scenario constitutes a breach of the Board’s fiduciary duties.
BOOKS AND RECORDS DEMANDED
Therefore, pursuant to Section 1508, Stockholder requests that you make immediately
available to it the following books and records for the period beginning on January 1, 2011 through
the present:
1. All minutes and notes of any meetings of the full Board, or any Committee thereof,
including, but not limited to the Audit Committee and Special Oversight Committee
regarding:
a. the underlying factual allegations in the Securities Class Action Complaint;


b. the Company’s public disclosures to stockholders, including SEC filings,

press releases, and/or statements made during investor conference calls
relating to the allegations made in the Securities Class Action;
c. the terms, admissions and implementation of the DPA, including any

materials provided to the USAO pursuant to any agreement or subpoena;
d. the circumstances and conditions under which Juan Ochoa was appointed
to the Board, as well as the circumstances and conditions of his departure;
e. the circumstances and conditions under which the Company changed its
listing from the NYSE to the NASDAQ during the Class Period;
f. compliance with any SEC or FINRA investigation related to the alleged

wrongdoing noted herein;
g. processes and protocols relating to the Company’s (including its directors’

and officers’) lobbying activities and/or political contributions; and
h. executive compensation, including incentive and other bonuses.
2. All agendas and/or packages prepared in advance of and/or documents provided to

the Board or Committee members in conjunction with any meeting referred to in
the previous requests and circulated to any expected participant thereof, including
any reports or documents enclosed with such agendas.
3. All documents related to, discussing, describing, concerning, or reflecting the DPA,
including any materials provided to the USAO pursuant to any agreement or
subpoena.
4. All documents and materials provided to the SEC pursuant to the SEC investigation
described herein.
5. All documents related to the process by which Board members are nominated and
elected to the Board.
6. All internal corporate governance documents, such as codes of ethics and/or

conduct, policies, and charters, including related to the lobbying activities and/or
political contributions, of the Board, any Committees thereof, and the Company,
not currently accessible to stockholders via the Company’s investor relations
website.
7. All documents evidencing insurance coverage available to directors and officers of

the Company in the event suit is brought against them.

8. All documents pertaining to the independence of the current members of the Board,
including, but not limited to, any annual questionnaires and/or documents
discussing, describing, concerning, or constituting the determination of director
independence pursuant to the pertinent rules of the NYSE and/or NASDAQ.
9. Any documents that have already been produced or that the Company is planning
or intending to produce to any other stockholders making similar demands for
inspection of books and records under Section 1508 or any analogous statute with
respect to the issues described above.
This request only seeks to obtain documents which were provided to, prepared for or
otherwise obtained by any of the members of the Board and/or Exelon’s executive officers,
including, but not limited to, Securities Class Action Defendants Pramaggiore, Crane, Von Hoene,
and Dominguez, as well as Anthony K. Anderson, Ann C. Berzin, Laurie Brlas, Yves de Balmann,
Nicholas DeBenedictus, Linda Jojo, Paul Joskow, Robert J. Lawless, Richard W. Mies, John M.
Richardson, Mayo A. Shattuck III, Stephen D. Steinour, John F. Young, Joseph Nigro, Jeane M.
Jones, and Juan Ochoa. The request for books and records is intended to include within its scope
materials that are within the legal possession. custody or control of Exelon including, but not
limited to, such information that is within the possession, custody or control of the Company’s
subsidiaries, outside legal counsel, accountants, and consultants. The term “documents” as used
herein is defined as broadly as possible under Pennsylvania Common Law and Section 1508, and
includes, without limitation, any and all correspondence concerning the demanded categories,
whether sent via mail, facsimile, electronic communication, or otherwise, as well as any document
contained in a “board portal” or equivalent software utilized to facilitate meetings and/or
communications amongst the members of the Board or any Committee thereof. Stockholder
further requests that the Company provide or otherwise make available all additions, changes, and
corrections to any of the requested information from the time of this demand to the time of any
written confirmation that this inspection has come to a conclusion.
The purposes for the demanded inspection of the Company’s books and records are:
(a) to investigate potential wrongdoing by the members of the Board, Exelon’s

executive officers or others, including, but not limited to distribution of false and
misleading information and breaches of fiduciary duties, including the duty to
monitor the Company’s information and reporting systems, in connection with the
events, circumstances, and transactions described above;
(b) to support appropriate action in the event the members of the Board, the Company’s
executive officers, or others did not properly discharge their fiduciary duties,
including, but not limited to, commencing a derivative action on behalf of the
Company, if appropriate, sending the Board a litigation demand, and/or seeking an
audience with the Board to discuss proposed reforms; and

(c) to evaluate and determine whether the members of the current Board are
sufficiently interested in the facts alleged above such that demand upon the Board
to bring a derivative action on behalf of the Company would be futile.
These purposes are well within Stockholder’s rights under Pennsylvania law and relate to
Stockholder’s decision about how to act in the event that the demanded inspection reveals
impropriety or actionable conduct. Thus, gathering information for such purposes is proper.
We believe that this demand letter complies with the provisions of Section 1508 in all
material respects. If the Company believes this notice is incomplete or otherwise deficient in any
respect, however, we request that you contact the undersigned immediately with details regarding
any purported deficiencies, so that any alleged deficiencies may be address promptly. Stockholder
would be willing to negotiate the terms of an appropriate confidentiality agreement the execution
of which may precede the Company’s production of the requested books and records.8
*****
I hereby affirm that the purposes for the demanded inspection as set forth above constitute
a true and accurate statement of the reasons that Stockholder desires to conduct this inspection and
that this demand is made in good faith and under oath as evidenced by the Affirmation executed
by Stockholder enclosed herein as Exhibit F. Further, I declare under penalty of perjury under
the laws of the United States that the foregoing is true and correct, and that the enclosed
documentary evidence (Exhibit G) is a true and correct copy of Stockholder’s share ownership
information in Exelon.
Under Section 1508, if you do not respond to this request within five (5) business days of
the date of this demand letter, Stockholder may apply to the Pennsylvania Court for an order
compelling inspection. If we do not have a final agreement as to the scope of the inspection to be
provided, with a firm date for such inspection, we will seek prompt judicial relief. Thank you in
advance for your cooperation.
Best Regards,
/s/ Melinda A. Nicholson

Encl.
8
By agreeing to execute a confidentiality agreement, Stockholder in no way waives his right
to challenge entries on a prospective privilege log or otherwise to seek documents otherwise
protected by attorney-client privilege, if appropriate.

cc: William Grunze
Sandra C. Goldstein (via email and overnight mail)

KIRKLAND & ELLIS LLP
New York, NY 10022
[email protected]
EXHIBIT A
EXHIBIT B
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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
JOSHUA FLYNN, Individually and on Behalf ) Case No.: 1:19-cv-08209

of All Others Similarly Situated, )
) CLASS ACTION
Plaintiff, )
) Honorable Virginia M. Kendall
vs. )
)
EXELON CORPORATION, et al., )
)
Defendants.
)
) DEMAND FOR JURY TRIAL
LEAD PLAINTIFF’S COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES

LAWS
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TABLE OF CONTENTS
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INTRODUCTION ...........................................................................................................................1
JURISDICTION AND VENUE ......................................................................................................9
PARTIES .........................................................................................................................................9
FACTUAL BACKGROUND ........................................................................................................10
The Electricity Distribution Industry .................................................................................10
Exelon and ComEd’s Profits and “Rate Base” ..................................................................11
Compliance Was Critical to the Company’s Highly-Regulated Business .........................13
Influencing Public Official A Was Critical to Passing Favorable Legislation ..................15
Prior to the Bribery Scheme, Exelon and ComEd’s Legitimate Lobbying Efforts
Were Failing...........................................................................................................17
Exelon and ComEd Shifted to an Illegal Bribery Strategy in Illinois................................19
Exelon and ComEd Secure Passage of EIMA Through the Bribery Strategy ...................27
Exelon and ComEd Secure Passage of FEJA Through the Bribery Strategy ....................29
Exelon and ComEd’s Efforts to Secure Favorable Legislation Through the

Bribery Scheme in 2019.........................................................................................31
DEFENDANTS’ FALSE AND MISLEADING CLASS PERIOD STATEMENTS ...................33
February 2019 False and Misleading Statements in Documents Published on

Exelon’s Website ...................................................................................................33
February 2019 False and Misleading Statements in Conference Call and Form
10-K .......................................................................................................................37
March 2019 False and Misleading Statements ..................................................................41
April 2019 False and Misleading Statements ....................................................................41
May 2019 False and Misleading Statements .....................................................................42
July and August 2019 False and Misleading Statements ...................................................46
Analyst Reaction to the False and Misleading Statements ................................................52
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EXELON’S AND COMED’S CLASS PERIOD SEC FILINGS FAILED TO DISCLOSE

REQUIRED INFORMATION ..........................................................................................53
THE TRUTH BEGINS TO EMERGE ..........................................................................................58
July 2019 Disclosures ........................................................................................................58
October 2019 Disclosures ..................................................................................................60
POST CLASS-PERIOD EVENTS ................................................................................................66
ADDITIONAL SCIENTER ALLEGATIONS ..............................................................................73
The Individual Defendants Controlled the Company’s Messaging to the Investing

Public .....................................................................................................................73
The Individual Defendants Were Directly Involved in the Bribery Scheme .....................74
The Suspicious Appointment of Ochoa to the Board Supports a Strong Inference

of Scienter ..............................................................................................................79
Defendants’ Motive Supports a Strong Inference of Scienter ...........................................80
The Individual Defendants Closely Monitored Exelon and ComEd’s Lobbying

Which Was Critical to Their Businesses ...............................................................83
Exelon’s Failure to Clawback Compensation Supports a Strong Inference of

Scienter ..................................................................................................................86
Defendants’ Belated and Misleading Disclosures Regarding the Criminal

Investigation Support a Strong Inference of Scienter ............................................87
The Pervasiveness of the Bribery Scheme Supports a Strong Inference of Scienter.........88
LOSS CAUSATION AND ECONOMIC LOSS ...........................................................................90
PRESUMPTION OF RELIANCE .................................................................................................95
NO SAFE HARBOR .....................................................................................................................96
CLASS ACTION ALLEGATIONS ..............................................................................................97
COUNT I ...........................................................................................................................98
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For Violation of §10(b) of the Exchange Act and SEC Rule 10b-5 Against
Exelon, ComEd, and the Individual Defendants ....................................................98
COUNT II ..........................................................................................................................99
For Violation of §20(a) of the Exchange Act Against Exelon and the Individual
Defendants .............................................................................................................99
PRAYER FOR RELIEF ..............................................................................................................101
DEMAND FOR JURY ................................................................................................................101
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Lead Plaintiff Local 295 IBT Employer Group Pension Trust Fund (“Plaintiff”), individually
and on behalf of all others similarly situated, alleges the following based upon personal knowledge
as to Plaintiff’s own acts and upon information and belief as to all other matters based on the
investigation conducted by and through Plaintiff’s attorneys. This investigation included, among
other things: review and analysis of U.S. Securities and Exchange Commission (“SEC”) filings by
Exelon Corporation (“Exelon”) and its controlled subsidiary the Commonwealth Edison Company
(“ComEd,” together with Exelon, the “Company”); Exelon press releases and earnings call
transcripts; public information regarding Exelon and ComEd, including information posted on the
Exelon and ComEd websites; analyst reports and media reports about Exelon and ComEd;
documents obtained pursuant to a Freedom of Information Act (“FOIA”) request submitted to the
Illinois House of Representatives; and documents filed in the criminal actions captioned United
States of America v. Commonwealth Edison Company, No. 1:20-cr-00368 (N.D. Ill.) (the “ComEd
Criminal Action”) and United States of America v. Fidel Marquez, No. 1:20-cr-00602 (N.D. Ill.),
including the Deferred Prosecution Agreement between the U.S. Attorney for the Northern District
of Illinois and ComEd in the ComEd Criminal Action, dated July 16, 2020 (the “DPA”). Plaintiff
believes that substantial additional evidentiary support will exist for the allegations set forth herein
after a reasonable opportunity for discovery.
INTRODUCTION
1. This securities class action is brought on behalf of all purchasers of Exelon common
stock between February 8, 2019 and October 31, 2019, inclusive (the “Class Period”). The claims
are alleged against two entities and four individual defendants: (1) Exelon; (2) ComEd; (3) Exelon’s
Chief Executive Officer (“CEO”), Christopher M. Crane (“Crane”); (4) Exelon’s Chief Strategy
Officer (“CSO”), William A. Von Hoene, Jr. (“Von Hoene”); (5) Exelon’s former CEO of Exelon
Utilities, Anne R. Pramaggiore (“Pramaggiore”); and (6) ComEd’s CEO, Joseph Dominguez
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(“Dominguez”) (collectively, “Defendants”). The claims assert violations of §§10(b) and 20(a) of
the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§78j(b) and 78t(a), and SEC
Rule 10b-5, 17 C.F.R. §240.10b-5, promulgated thereunder.
2. This case arises because the Company engaged in an eight-year bribery scheme in
order to influence Illinois lawmakers to enact legislation favorable to Exelon, resulting in hundreds
of millions of dollars in additional revenue to Exelon. As the Company has now admitted through
the DPA entered in the ComEd Criminal Action, the bribery scheme was executed by “senior
executives” and included making more than $1.3 million in indirect payments to designees of the
Speaker of the Illinois House of Representatives, referred to in the DPA and herein as “Public
Official A.” During the Class Period, Defendants made false and misleading statements that
concealed the bribery scheme and instead touted the Company’s commitment to ethical conduct and
legitimate lobbying activities, claimed the Company had never paid bribes, and emphasized the
additional revenues and benefits obtained as a result of the passage of the favorable legislation. The
false and misleading statements caused Exelon’s common stock to trade at artificially inflated prices.
When the bribery scheme was uncovered and the truth was revealed, the artificial inflation was
removed from the stock, Exelon’s stock price declined dramatically, and investors suffered billions
of dollars in market losses.
3. Exelon is one of the largest electric companies in the United States. It is a holding
company that operates through two groups of subsidiaries: (i) “Exelon Generation” operates electric
power plants around the country, and (ii) “Exelon Utilities” is a collection of six regulated utility
companies that deliver electricity to homes and businesses in particular regions. Exelon Generation
operates six nuclear power plants in Illinois. ComEd, a controlled subsidiary of Exelon, is the
largest of the utility companies within Exelon Utilities and is responsible for delivering electricity to
customers in northern Illinois.

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4. With more than 4 million customers, ComEd is Exelon’s largest and most important
utility company. For example, in 2018, ComEd reported $664 million in net income, representing
more than 30% of Exelon’s total reported net income for that year. Exelon is a publicly-traded
company and filer with the SEC and, although ComEd is owned by Exelon and does not have
publicly-traded stock, it does issue debt securities to the public, so it is also an SEC filer.
5. Exelon and ComEd operate in a highly-regulated industry that is dependent upon the
continual passage of favorable legislation. For example, in their SEC filings, Exelon and ComEd
have emphasized that “[s]ubstantially all aspects of [their] businesses” are subject to comprehensive
government regulation and legislation. The Company has acknowledged that the businesses are
“profoundly affected by decisions of elected and appointed officials.” As such, the Company has
repeatedly disclosed in political contributions reports that “[i]ssues vital to Exelon’s ability to
recognize value for its stakeholders” are decided in “state legislatures and local forums across the
country.” Most significant to this case, the legislative branch of Illinois, known as the Illinois
General Assembly, considers and passes legislation that directly impacts ComEd’s and Exelon
Generation’s profitability (and therefore Exelon’s overall profitability). Illinois legislation impacts
profitability, for example, because it impacts the rates ComEd can charge its customers and
determines whether Exelon Generation’s six Illinois nuclear power plants can receive valuable
subsidies authorized by the government.
6. Given the significance of Illinois legislation to the Company’s profitability, Exelon
and ComEd had been engaged in considerable lobbying efforts, such as hiring outside lobbyists in
Illinois and employing internal lobbyists dedicated to Illinois legislation. However, for years leading
up to 2011, the Company had a poor relationship with Public Official A and its lobbying efforts were
failing. For example, Public Official A reportedly rejected a proposed rate hike for ComEd in 2003
and, in 2006, wrote a letter requesting that the Governor call a special session to consider legislation
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that would freeze ComEd rates for several years. In the letter, Public Official A claimed that rate
increases would “turn already record earnings and profits” for ComEd “into exorbitant gains for their
executives and shareholders – at the expense of working families, senior citizens and those on fixed
incomes.”
7. Then, in 2011, the Company changed strategy, and began to bribe Public Official A.
As admitted in the DPA “[f]rom in or around 2011 through in or around 2019, in an effort to
influence and reward Public Official A’s efforts . . . to assist ComEd with respect to legislation
concerning ComEd and its business,” ComEd funneled payments through intermediaries to “political
allies and individuals who performed political work for Public Official A.” ComEd disguised these
payments as being for “jobs [or] vendor subcontracts,” but the “political allies and workers
performed little or no work that they were purportedly hired to perform.” In total, the Company
admitted that from 2011 into 2019, the “indirect payments made to Public Official A’s associates –
who performed little or no work for ComEd – totaled approximately $1,324,500.” In addition, at
Public Official A’s request, ComEd appointed an associate of Public Official A to the ComEd Board
of Directors, and ComEd also retained a law firm favored by Public Official A and set up an
internship program that hired interns from Public Official A’s ward, all “with the intent to influence
and reward Public Official A in connection with [his] official duties.”
8. In exchange for the bribes, the DPA notes that the Company received the passage of
favorable legislation, providing ComEd with “greater than $150,000,000.” In addition to the $150
million or more that was obtained as a result of ComEd rate increases from the favorable legislation
that Exelon was able to get passed, that legislation also provided for Exelon Generation to receive up
to another $2.35 billion over ten years in government-authorized subsidies to benefit its financially
troubled nuclear power plants.
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9. The financial benefits of Exelon’s shift in strategy from legitimate lobbying to the
illegal bribery scheme that was concealed from investors were immediate and dramatic. For
example, Defendant Von Hoene stated in 2014, “We were in bad stead with the speaker [Public
Official A] for a long time. We’ve managed to crawl out of that hole.” Media also noted the
reversal and referred to Exelon’s “high-octane lobbying operation that made it the most influential
company in Springfield, [Illinois]” and referred to the outside lobbyists retained by Exelon and
ComEd as a “powerhouse list of influencers at the state Capitol.” More specifically, the Company
obtained passage of several laws that provided substantial economic benefits after beginning the
bribery scheme in 2011.
10. First, in 2011, ComEd won approval of the Energy Infrastructure Modernization Act
(“EIMA”), which provided for beneficial rate increases. That victory flipped Illinois from what
financial analysts described as “one of the most difficult regulatory environments in the country” to
“one of the better ones in the U.S.” More specifically, EIMA replaced a contentious and
unpredictable process ComEd had engaged in with the Illinois Commerce Commission (“ICC”)
when requesting rate adjustments with a “formula rate” system that essentially put rate-setting on
cruise control, providing for predictable and repeated profits. In addition, EIMA authorized ComEd
to spend $2.6 billion on infrastructure improvements to ComEd’s “grid” – the system of power lines
and other components that delivers electricity to consumers. This was significant because ComEd’s
authorized rates are based, in part, on providing a return on its assets, so the larger its asset base, the
more it could profit. The bribery scheme was so successful that even though consumer advocates
and the ICC opposed EIMA, the Illinois General Assembly voted not just to enact the law, but also
to override Governor Patrick Quinn’s veto. In 2015, the Illinois General Assembly extended
EIMA’s formula rates through 2019. Defendant Pramaggiore would later describe EIMA as a
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11. Second, on December 1, 2016, the Illinois General Assembly voted to pass the Future
Energy Jobs Act (“FEJA”), which provided for subsidies as well as further rate increases. More
specifically, FEJA provided Exelon with up to $2.35 billion in subsidies over ten years to “bailout”
two failing Illinois nuclear plants. These payments would come in the form of up to $235 million in
annual zero-emission credits (“ZECs”) paid to Exelon Generation for generating zero-emission
power from nuclear plants, the cost of which are passed through to ComEd’s customers. FEJA also
authorized ComEd to again increase its rate base, which further increased its profits, and extended
the EIMA formula rates to 2022. Media and politicians commented on Exelon’s powerful legislative
influence, as FEJA was passed on the final day of the Illinois General Assembly’s fall legislative
session even though the Illinois General Assembly had not yet voted on a budget for 2017. At that
time, one Illinois representative – presumably unaware of the bribery scheme that enabled Exelon to
flex such power – questioned why the legislature was even discussing “a multibillion-dollar
corporate bailout for one of the most profitable energy companies in the state” at such a time. In
addition, financial analysts have emphasized the positive financial impact from EIMA and FEJA and
stated they were “impressed with the lobbying success [Exelon] has had.”
12. The financial benefits from the bribery scheme, as reflected in the passage of EIMA
and FEJA, have been exceptional for Exelon and ComEd. In addition to the massive subsidies under
FEJA to Exelon Generation, under EIMA’s formula rates, ComEd’s electricity delivery rates have
increased more than 30% from 2013 to 2019 and its net income has increased 176%, from $249
million in 2013 to $688 million in 2019. Exelon’s financial performance, enhanced by its legislative
successes, made it a highly-attractive investment. However, unbeknownst to investors, Exelon’s
legislative successes, and the financial benefits it derived therefrom, were illusory and exposed the
Company to massive financial risks because they were obtained through the illegal bribery scheme.
Investors were unaware of this reality because, throughout the Class Period, Defendants made false
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and misleading statements that concealed the bribery scheme and attributed the legislative victories
to legitimate lobbying activities. For example, Defendants claimed they were engaging in legitimate
and legal lobbying efforts, such as “working with the coalitions as hard as we can to have
something . . . that the legislature supports” and presenting such support when they “met with the
leadership of both the House and Senate, talking about what we need to do and them showing
their support.” Defendants concealed their bribery scheme and reinforced their purported legitimate
lobbying activities by claiming they were “committed to conducting [their] business with
government agencies and officials with the highest ethical standards” and they “never . . . offer . . .
any form of payment or incentive intended to improperly influence a decision.”
13. However, the bribery scheme was eventually uncovered, and the Company agreed to
pay a $200 million criminal penalty as part of entering into the DPA and admitting the bribery
scheme took place from 2011 into 2019. In addition to the $200 million payment, proposed new
favorable legislation, which was initially expected to pass in the spring or fall of 2019, has not
advanced after the disclosure of the bribery scheme.
14. As a result of Defendants’ false and misleading statements, Exelon’s stock price
traded at artificially inflated prices, reaching as high as $50 per share during the Class Period. As
the truth was revealed, Exelon’s stock price dropped, causing significant investor losses. For
example, after market close on July 18, 2019, the Chicago Tribune published a report disclosing that
the FBI had “raided” the home of one of the Company’s most important outside lobbyists, Michael
McClain (“McClain”), who was a longtime friend of Public Official A. On this news, Exelon’s
stock price declined, erasing more than $1 billion in market capitalization. Seven days later, on July
24, 2019, the Chicago Tribune reported that it obtained records showing that outside ComEd
lobbyists, including McClain, had sent a total of $10,000 worth of checks to a former aide to Public
Official A. On this news, Exelon common stock declined again to trade at approximately $45.48 per
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share, eliminating another $850 million in market capitalization. However, Exelon’s stock remained
artificially inflated, as Defendants continued to make false and misleading statements that mitigated
the negative impact of the disclosures of investigations into politicians and outside ComEd lobbyists
and concealed the bribery scheme by omitting to disclose the underlying conduct and the Company’s
and its senior executives role in the bribery scheme.
15. As further example, just days after Exelon and ComEd disclosed the receipt of a
(second) grand jury subpoena from the U.S. Attorney’s Office for the Northern District of Illinois,
on October 15, 2019, Exelon and ComEd revealed that Defendant Pramaggiore was leaving the
Company, “effective immediately.” The next morning, the Chicago Tribune reported that “[a]
source with knowledge of the investigation told the Tribune that Pramaggiore is one focus of the
ongoing federal probe.” Financial analysts reported on October 16, 2019, that:
The sudden departure of Pramaggiore after EXC [Exelon] disclosed receiving a

second subpoena from the U.S. Attorney’s office six days ago cannot be interpreted
in any other way [than] being directly related to each other, meaning the risk that
ComEd/EXC are not just being asked to supply information to the investigation but
could also be under scrutiny for criminal behavior is now heightened.
Following this news, Exelon’s stock price fell approximately $2 per share, eliminating nearly $3
billion in market capitalization.
16. Finally, on October 31, 2019, Exelon and ComEd disclosed that, in addition to the
investigation by the U.S. Attorney’s office, “the SEC notified Exelon and ComEd that it has also
opened an investigation into their lobbying activities.” Exelon’s stock declined more than $1 per
share, eliminating another $1 billion in market capitalization.
17. The Company ultimately resolved the investigation by admitting the bribery scheme
and agreeing to pay a $200 million criminal penalty under the DPA with the U.S. Attorney’s Office
for the Northern District of Illinois.
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JURISDICTION AND VENUE
18. The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the
Exchange Act, 15 U.S.C. §§78j(b) and 78t(a), and SEC Rule 10b-5, 17 C.F.R. §240.10b-5,
promulgated thereunder.
19. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C.
§§1331 and 1337, and §27 of the Exchange Act, 15 U.S.C. §78aa.
20. Venue is proper in this district pursuant to 28 U.S.C. §1391(b)-(c), and §27 of the
Exchange Act, 15 U.S.C. §78aa. Exelon is headquartered in this district, Defendants conduct
business in this district, and a significant portion of Defendants’ activities took place in this district.
21. In connection with the acts alleged in this complaint, Defendants, directly or
indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to,
the mails, interstate telephone communications, and the facilities of the national securities markets.
PARTIES
22. Plaintiff Local 295 IBT Employer Group Pension Trust Fund purchased shares of
Exelon common stock during the Class Period and was damaged thereby. See ECF No. 27-2.
23. Defendant Exelon is a Pennsylvania corporation with its principal executive offices in
Chicago, Illinois. Exelon’s common stock trades on the Nasdaq Stock Market (“NASDAQ”) under
the ticker symbol “EXC.” Prior to September 25, 2019, Exelon common stock traded on the New
York Stock Exchange (“NYSE”) under the same ticker symbol.
24. Defendant ComEd is an Illinois corporation with its principal executive offices in
Chicago, Illinois. As set forth in ComEd’s SEC filings, ComEd is “a controlled subsidiary of
Exelon,” with Exelon owning more than 99.9% of ComEd’s outstanding stock. As such, Exelon and
its Board of Directors fulfill several management and oversight functions for ComEd.
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25. Defendant Pramaggiore served as CEO of Exelon Utilities, and Senior Executive
Vice President of Exelon starting in 2018. Pramaggiore also served as Vice Chairman of the Board
of ComEd starting in 2012. On October 15, 2019, Pramaggiore abruptly retired from all positions.
Previously, Pramaggiore served as CEO of ComEd from 2012 to 2018 and as President of ComEd
from 2009 to 2018.
26. Defendant Crane has served as CEO and a Director of Exelon, and Chairman of the
Board of ComEd, since 2012. He has also served as President of Exelon since 2008.
27. Defendant Von Hoene has served as Senior Executive Vice President and CSO of
Exelon since 2012. Von Hoene has served as an Executive Vice President of Exelon since 2008.
28. Defendant Dominguez has served as CEO and a Director of ComEd since 2018.
Previously, Dominguez served as Exelon’s Senior or Executive Vice President of Governmental and
Regulatory Affairs and Public Policy from 2012 to 2018.
29. Defendants Crane, Von Hoene, Pramaggiore, and Dominguez are collectively
referred to herein as the “Individual Defendants.”
FACTUAL BACKGROUND
The Electricity Distribution Industry
30. By way of background, electricity is created by generators powered most commonly
by nuclear reactions, the burning of coal, or natural gas. These generators are the central
components of power plants located throughout the country.
31. The electricity is delivered to consumers over a system called the “grid,” consisting of
power lines, transformers, and other facilities. Because the startup costs of building out and
developing grids is very expensive, and it was not feasible to have multiple companies attempting to
build out duplicative grids for the same areas, utility companies were authorized by state
governments to operate as monopolies for the areas they served. To prevent these companies from
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misusing their monopoly status, state governments passed laws that created “public utility
commissions” or “PUCs,” which regulated the electricity prices charged by utility companies.
32. Over time, local utilities have connected their grids in order to distribute electricity
over longer distances from larger, more centralized power plants. This means that although
electricity continues to be delivered to consumers by local electric utility companies operating their
own portions of the grid, the electricity may be generated at a large centralized power plant located
in another city or state and owned by a different company.
33. To ensure that electricity is being reliably transferred when needed, many regions
have established regional transmission organizations (“RTOs”) that manage and operate the
interconnected grid of various utility companies. In addition to managing the grid’s operations,
RTOs are responsible for creating competitive wholesale electricity markets that manage supply and
demand. RTOs buy electricity from the electric generation companies through auctions conducted
throughout each day and resell the electricity to the member utility companies. In addition to these
“energy market” auctions, many RTOs conduct annual “capacity market” auctions, in which
generators provide bid prices to stand ready to supply additional power when needed. Utility
companies typically purchase “capacity” to avoid electricity shortages in times of peak demand.
Exelon and ComEd’s Profits and “Rate Base”
34. Headquartered in Illinois, Exelon is a utility services holding company that does
business in the United States and Canada. As noted, Exelon operates primarily through two sets of
subsidiaries: “Generation” and “Utilities.” Exelon Generation is one of the largest electric
generation companies in the United States, producing electricity through nuclear, fossil fuel (e.g.,
natural gas and oil), and renewable (e.g., wind) power plants. Exelon Generation sells electricity
directly to retail customers, such as large corporations, and to wholesaler RTOs.
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35. ComEd is Exelon’s utility company that services northern Illinois. ComEd is
Exelon’s largest utility company and accounted for more than 30% of Exelon’s total 2018 net
income of $2.01 billion. ComEd’s 2018 net income exceeded any other Exelon subsidiary by more
than $200 million:
Exelon Companies’ 2018 Net Income (millions)1
$600
$500
$400
$300
$200
$100
$0
ACE DPL Pepco BGE Generation PECO ComEd
36. ComEd does not profit from marking up the cost of electricity it sells. Because
utilities are state-authorized monopolies, PUCs require utility companies to resell electricity at the
same price paid to RTOs in the wholesale markets. ComEd, for example, has stated that it “buys
electricity in the competitive wholesale market . . . and passes it through to customers at cost” such
that “ComEd does not earn any profit on the electricity supply.”
1
ACE, DPL, Pepco, BGE, and PECO are the remaining utility companies making up Exelon Utilities.
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37. Instead, ComEd and other utility companies profit from an additional delivery service
rate charged to customers, which is usually set by PUCs at an amount that allows the utility company
to receive a specified return on its investments. The larger the utility company’s investment or
assets, referred to as the “rate base,” the higher the profit. Thus, utility companies are incentivized to
spend money to build infrastructure and increase their rate base. To make sure that utility companies
do not overspend on needless infrastructure to secure larger profits, PUCs have typically reviewed
proposed improvements to ensure that they are justified and prudent.
Compliance Was Critical to the Company’s Highly-Regulated Business
38. While all businesses are subject to laws, Exelon’s revenues were directly impacted by
legislation that impacted the rates ComEd could charge or the subsidies Exelon Generation might
receive. Exelon has repeatedly acknowledged that because of its dependence upon favorable
legislation, it was critical that Exelon have robust compliance programs and maintain a reputation of
integrity worthy of favorable treatment by legislatures, regulators, and policymakers. For example,
Exelon and ComEd’s combined annual report on Form 10-K for the period ending December 31,
2018 (“2018 Form 10-K”) attached as Exhibit 14 and incorporated by reference the “Exelon
Corporation Code of Business Conduct” (the “Exhibit 14 Code of Conduct”). In a “Message from
the CEO,” the Exhibit 14 Code of Conduct emphasized that “individuals and institutions have
invested billions of dollars in our business with the expectation that we will honestly and
productively use this capital to profitably operate our Company and increase shareholder value,” and
“[w]e will be successful if we operate our Company, employ our people and finance our business in
accordance with the highest ethical standards and with the law. We will destroy shareholder value if
we do not.” The message added, “[o]ur Company’s success depends on each of us living up to these
standards.”
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39. The Exhibit 14 Code of Conduct stated that it applied to all Exelon “directors, officers
and employees,” as well as all Exelon “subsidiaries” and all “[t]hird parties . . . such as consultants.”
The Exhibit 14 Code of Conduct also assured investors that Exelon had robust compliance systems
in place, for example, stating that all “non-represented employees [(e.g., non-union)] must complete
each year a certification of compliance questionnaire. A completed certification questionnaire is a
condition of employment for all non-represented employees.” It made clear that anyone who
“[a]uthorizes or participates in actions [that] violate the law or this Code” or who “[f]ails to complete
or falsely completes a certification of compliance,” may be subject to discipline, including
“termination [of employment]” or referral “to law enforcement for criminal prosecution.” In
addition, the Exelon Corporation Code of Business Conduct (“Company Code of Conduct”)
published on Exelon’s website, likewise acknowledged that illegal conduct, such as paying bribes,
would have a negative impact on the ability to secure favorable legislation in the future.2
Specifically, the Company Code of Conduct stated, “Bribes or kickbacks of any kind, whether
involving commercial partners or government agents or officials, are unethical and violate our core
values and the Code. They are also illegal.” Emphasizing the point, the Company Code of Conduct
stated:
A BRIBE occurs when someone gives or promises another person something of

value to obtain an undue business advantage. Examples of bribery include,
* * *
Providing something of value for the benefit of a public official in a position to make
a decision that could benefit the company.
* * *
Bribes and kickbacks of any kind are unethical, illegal and violate our core values
and the Code.
2
The Company Code of Conduct was adopted by the Exelon Board after the Exhibit 14 Code of Conduct,
but Exelon continues to attach the Exhibit 14 Code of Conduct to its annual reports. See also infra ¶103.
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40. As admitted in the DPA, the Company Code of Conduct also “required employees
and agents to (a) ‘[k]eep accurate and complete records so all payments are honestly detailed and
company funds are not used for unlawful purposes’; (b) [c]onduct due diligence on all potential
agents, consultants or other business partners’; and (c) ‘[n]ever use a third party to make payments or
offers that could be improper.’”
41. Exelon further acknowledged the importance of maintaining a reputation for honest
dealings with government actors by creating a set of guidelines specific to political gifts called the
Corporate Political Contributions Guidelines (“Contributions Guidelines”), which were published on
the Company website and accompanied by semi-annual reports purporting to publicly disclose all
political contributions. The “Limitations” section of the Contributions Guidelines stated that
“Political Contributions shall comply with all applicable laws and regulations related to ethics in
government, lobbying, and political contributions.” The Contributions Guidelines defined “Political
Contribution” as including “any gift or other transfer of money” or “or any provision of services” to
“any candidate for election to public office” or to any “political party.”
Influencing Public Official A Was Critical to Passing Favorable Legislation
42. The Company depended on favorable legislation in Illinois to ensure profitability,
including laws that provided for increased ComEd rates and infrastructure spending. In filings with
the SEC, Exelon and ComEd have made clear the impact of legislation on their profitability, stating,
“[f]undamental changes in regulations or other adverse legislative actions affecting the [companies’]
businesses would require changes in their business planning models and operations and could
negatively impact their respective consolidated financial statements.” Additional Company
disclosures state that Exelon and ComEd are “profoundly affected by decisions of elected and
appointed . . . officials” and their success “depends on sound public policies.” For ComEd and
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Exelon Generation, the laws considered and passed by the Illinois General Assembly have a
particularly significant impact.
43. In Illinois, ComEd is regulated by the ICC, but the Illinois General Assembly can
establish the process by which the ICC sets or approves rates and the evidence ComEd is required to
present to obtain approval, and it can also set ComEd’s rate of return on its investments and
authorize infrastructure spending by ComEd, which increases ComEd’s rate base. As the Company
admitted in the DPA, the Illinois General Assembly “has routinely considered bills and passed
legislation that has had a substantial impact on ComEd’s operations and profitability, including
legislation that affects the regulatory process ComEd uses to determine the rates ComEd charges its
customers for the delivery of electricity.”
44. The Illinois General Assembly can also pass legislation directly impacting Exelon
Generation’s operations, such as encouraging clean energy by authorizing subsidies to Exelon for
nuclear plants operating at low or zero emission levels.
45. In the Illinois General Assembly, Public Official A serves as the Speaker of the
House and is also the Chairman of the Democratic party of Illinois. Public Official A maintains a
vast network of influence in Illinois state and city government. Both the Chicago Tribune and
Chicago Sun-Times have deemed Public Official A “the most powerful politician” in Illinois, and
Chicago Magazine dubbed him the “King of Illinois.” He has served as House Speaker for 35 years
and is the longest serving member of the House of Representatives. Former Exelon CEO John Rowe
(retired in 2012) recently told Crain’s Chicago Business (“Crain’s”) that Public Official A “‘is
immensely powerful. . . . For the 22 years I have been in Chicago, the most powerful person in the
state.’” As both House Speaker and head of the Illinois Democratic Party, Public Official A was
reportedly able to influence the makeup of legislative committees, how lawmakers vote, and when, if
ever, bills get voted on. For example, according to Chicago Magazine, Public Official A “is famous
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for reading every bill and every line of the state’s $34 billion budget. Nothing gets passed without
his blessing.”
46. The Company admitted in the DPA that “Public Official A was able to exercise
control over what measures were called for a vote in the House of Representatives and had
substantial influence and control over fellow lawmakers concerning legislation, including legislation
that affected ComEd.”
Prior to the Bribery Scheme, Exelon and ComEd’s Legitimate Lobbying Efforts Were
Failing
47. Following the codes of ethics and conduct, Exelon and ComEd’s lobbying strategies
had to rely on traditional lobbying efforts, such as “researching and analyzing legislation or
regulatory proposals”; “monitoring and reporting on developments; attending congressional or
regulatory hearings”; “working with coalitions interested in the same issues”; and “educating
government officials.”3 But, employing those tactics proved unsuccessful in Illinois as Exelon and
ComEd had little success in securing passage of favorable legislation.
48. Notably, in the early 2000s, the Company had fallen into disfavor with Public
Official A. According Crain’s, Public Official A “torpedoed a rate hike” proposed by ComEd in
2003, which started “four years of cold and hot warfare” between Public Official A and Exelon’s
then-CEO, John Rowe. The Chicago Tribune also reported that in 2003, Public Official A claimed
ComEd was being deceptive about its desire to increase rates, telling members of a House
Committee, “I don’t think they told us the truth.” As noted, on October 2, 2006, Public Official A
wrote a letter to the Illinois Governor, stating that expected rate increases of 25% or more for
ComEd and other utilities would “turn already record earnings and profits into exorbitant gains for
3
See What is Lobbying?, Association of Government Relations Professionals,
http://grprofessionals.org/about-lobbying/what-is-lobbying (last accessed September 7, 2020).
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their executives and shareholders – at the expense of working families, senior citizens and those on
fixed incomes” and sought to “keep the current rate freeze in effect until 2010.”
49. In 2007, according to Crain’s, ComEd was finally able to secure a rate increase, but
only because of “rock-solid backing” from the then Illinois Senate President. In 2008, however, the
Senate President announced he was retiring, which meant that the Company’s political ally in Illinois
state government would soon be gone.
50. Thereafter, it became a priority for Exelon and ComEd to convert Public Official A
and his allies from opponents to supporters. At an investor conference in March 2009, for example,
then-CEO of ComEd Frank Clark said that “sometimes I envy” the CEO of Exelon’s Pennsylvania
utility subsidiary who “has a luxury of a [different] regulatory climate and a political climate.” On
an earnings call in April 2010, Mr. Clark again referenced the challenging regulatory atmosphere in
Illinois, noting that “[t]he Illinois regulatory climate is directly related to the Illinois political
climate, which is as it has been for the last decade at an interesting state.”
51. The Company again confirmed its inability to get traction with the Illinois legislature
through its lobbying efforts when it announced the swift defeat of one of its proposals in mid-2010.
On May 4, 2010, the Company announced that it had submitted to Illinois state leaders a proposal for
new energy legislation addressing power rates and infrastructure investments. About 24 hours later,
the Company declared the proposed legislation dead, stating: “We acknowledge and respect the
concerns many public officials have and will move on.” When questioned about the announcement
and abrupt withdrawal of the proposed legislation during an earnings call the following week,
Defendant Von Hoene admitted their lobbying efforts had failed, explaining: “We put together that
package. We socialized it very carefully with all the stakeholders, regulatory and legislative, before
it surfaced last week. It did not carry the day and when it became apparent that there wouldn’t be
sufficient political support for it we withdrew the proposal.”

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Exelon and ComEd Shifted to an Illegal Bribery Strategy in Illinois
52. According to the DPA, the bribery scheme began in 2011. At that time, Exelon and
ComEd’s goal of securing Public Official A’s support became critical as they again sought to enact
major legislation in Illinois. ComEd faced what financial analysts described as “one of the most
challenging regulatory environments in the U.S.,” which included “a decade of utility rate caps [and]
contentious regulatory relationships.” More specifically, under the Illinois regulatory framework,
ComEd would present its rate requests to the ICC, which would then conduct contentious hearings in
which it would analyze and challenge the reasonableness of each piece of ComEd’s requested rate of
return, its rate base, and its expenses. The ICC approved rates far below ComEd’s requests,
prompting appeals and battles before administrative law judges and in Illinois courts. For example,
for 2010, ComEd requested rates to satisfy a revenue requirement of $343 million, but the ICC
approved just $143 million.
53. As a result of the legislative failure in 2010, ComEd worked to develop EIMA, which
was introduced to the Illinois General Assembly in February 2011. Defendant Von Hoene stated
that EIMA was “introduced in Illinois with our support and with our help in constructing it.”
Passage of EIMA would substantially benefit ComEd in two ways.
54. First, it would provide for a new rate formula process (called “formula rates”) that
would essentially put electric rates on cruise control, guaranteeing ComEd market-based returns on
its infrastructure investments and reducing regulators’ authority over the rate-making process.
ComEd would be guaranteed to earn a specific return on its investment under the new formula
approach, which would also include a “true-up” process such that if ComEd’s rates fell short of
ComEd’s expenses in one year, the rates would climb that much more the next year to make ComEd
whole. Second, EIMA would authorize ComEd to spend – and therefore increase its rate base – $2.6
billion on grid infrastructure improvements.

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55. EIMA faced significant opposition from consumer advocate groups and politicians
accusing the legislation of being designed to ensure ComEd profits at the expense of increased rates
for Illinois consumers. For example, AARP issued a release stating that EIMA would allow ComEd
“to impose nearly automatic rate hikes and secure company profits with virtually no regulatory
oversight,” which would “tak[e] the voice of the consumer out of the ratemaking process and paving
the way for even higher profit[s].”
56. Thus, in 2011, ComEd commenced what would continue on as an eight-year bribery
scheme through which it made more than $1.3 million in improper payments to associates of Public
Official A. As admitted in the DPA:
From in or around 2011 through in or around 2019, in an effort to influence

and reward Public Official A’s efforts, as Speaker of the Illinois House of
Representatives, to assist ComEd with respect to legislation concerning ComEd and
its business, ComEd arranged for various associates of Public Official A’s, including
[his] political allies and individuals who performed political work for Public
Official A, to obtain jobs, vendor subcontracts, and monetary payments associated
with those jobs and subcontracts from ComEd, even in instances where certain
political allies and workers performed little or no work that they were purportedly
hired to perform.
57. The DPA states that “certain senior executives and agents of ComEd” were “aware of
the[] payments from their inception until they were discontinued in or around 2019,” were “aware of
the purpose of these payments . . . namely, that they were intended to influence and reward Public
Official A in connection with Public Official A’s official duties and to advance ComEd’s business
interests,” and had “designed the[] payment arrangements in part to conceal the size of payments
made to Public Official A’s associates.” The DPA specifically identified Defendant Pramaggiore
and Fidel Marquez, Jr. (“Marquez”), ComEd’s former Executive Vice President for Legislative and
External Affairs, as being two senior executives involved in the scheme. As media has reported,
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Pramaggiore is the person referred to as “CEO-1” and Marquez is the person referred to as “Senior
Executive 1,” in the DPA.4
58. The bribery scheme also involved three of Exelon’s most influential and important
outside lobbyists – McClain, Jay Doherty (“Doherty”), and John Hooker (“Hooker”):
(a) As discussed, McClain is an Illinois lobbyist who served as a member of the
Illinois House of Representatives with Public Official A from 1972 to 1982, at which time he began
his lobbying career. McClain was Exelon and ComEd’s most important lobbyist. He was one of
Public Official A’s “closest confidants” and a member of his “inner circle,” serving as a “vitally
important sounding board and strategist for the speaker.” As reported by the Chicago Tribune,
“[a]fter he became a lobbyist in the early 1980s, McClain often could be found camped out in front
of [Public Official A’s] third-floor Capitol office. McClain, who frequently dined with [Public
Official A] at his favorite Italian restaurant in Springfield, provided [Public Official A] with a
sounding board on legislative and political strategy.” The Chicago Tribune reported that McClain
“was a point man in the discussions about major ComEd and parent company Exelon legislation for
decades.” McClain is referred to as “Individual A” in the DPA, which states that McClain has “a
close personal relationship with Public Official A.”5
(b) Doherty was another key outside lobbyist for ComEd. Described by WBEZ
Chicago as “[o]ne of ComEd’s biggest lobbyists,” Doherty was the president of the City Club of
Chicago, a public affairs nonprofit that often hosts events for politicians. Doherty was registered as
4
The DPA describes CEO-1 as the CEO of ComEd between 2012 and 2018, and a senior executive at
Exelon Utilities from June 2018 to October 2019, which coincides with Pramaggiore’s time as CEO of
ComEd and CEO of Exelon Utilities. The DPA describes Senior Executive 1 as the Executive Vice President
of Legislative and External Affairs from 2012 to September 2019, which coincides with Marquez’s time in
that role.
5
Media has also determined McClain to be Individual A since Individual A is described in the DPA as
having served in the Illinois House of Representatives for ten years starting in 1972 and as a ComEd lobbyist
until 2019, which coincides with McClain’s time as an Illinois Representative and ComEd lobbyist.
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a ComEd lobbyist for all eight years of the bribery scheme, during which time ComEd reportedly
paid Doherty more than $3.1 million. Doherty is referred to as “Consultant 1” in the DPA, and his
company is referred to as “Company 1.”6
(c) Hooker was Marquez’s predecessor and another key lobbyist for Exelon and
ComEd. For nearly the entire period of the bribery scheme, from 2012 to 2019, Hooker served as an
external lobbyist for ComEd. Hooker is referred to as “Lobbyist 1” in the DPA.7
59. The bribery scheme included having Public Official A, through McClain, identify
associates of Public Official A to receive payments. Thereafter, Pramaggiore and Marquez would
approve the payments, Doherty would contract with the associates as subcontractors to his company,
and then Doherty would submit invoices to ComEd that would appear as payments for “legislative
issues” or “legislative risk management activities,” a substantial portion of which would be passed
through as compensation to Public Official A’s associates despite the fact they did little or no work
for ComEd. In addition to Doherty’s company, ComEd utilized additional third-party vendors to
funnel the more than $1.3 million in payments to Public Official A’s associates who did little or no
work for ComEd.
60. The DPA details an example of the bribery, stating that in May 2018, “Public
Official A, through [McClain], asked [Pramaggiore] to hire a political ally of Public Official A who
was retiring from the Chicago City Council at the end of the month (‘Associate 3’).” Media has
reported that Associate 3 is former Alderman Michael Zalewski (“Zalewski”) – a longtime ally of
Public Official A and the father-in-law of the Chairperson of the ICC. According to the DPA,
6
The DPA describes Consultant 1 as the owner of Company 1, which performed consulting services for
ComEd until 2019. The Chicago Sun-Times and other media outlets have reported that Consultant 1 was
Doherty and Company 1 was Doherty’s consulting company.
7
The DPA describes Lobbyist 1 as ComEd’s Executive Vice President of Legislative and External Affairs
from 2009 until his retirement in 2012, which media confirmed refers to Hooker as it coincides with Hooker’s
time in that role and his retirement.
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“[Pramaggiore], in coordination with [Marquez] and [Doherty], agreed that ComEd would pay
[Zalewski] approximately $5,000 a month indirectly as a subcontractor through [Doherty’s
company].” The DPA adds that “[Pramaggiore] also agreed that Public Official A – rather than an
officer or employee of ComEd or [Doherty’s company] – would advise [Zalewski] of this new
arrangement.” Federal agents later conducted a search warrant of Zalewski’s residence, which
further corroborated media accounts that he was Associate 3.
61. In the DPA, the Company has admitted that the payments were not legitimate but
“were intended to influence and reward Public Official A in connection with the advancement and
passage of legislation favorable to ComEd in the Illinois General Assembly.” The DPA refers to
conversations in 2018 and 2019 among lobbyists and ComEd executives explaining that associates
of Public Official A were being paid by ComEd for improper purposes, for example, because: (i) an
associate was “‘one of the top three precinct captains’” for Public Official A “who also ‘trains
people how to go door to door . . . so just to give you an idea how important the guy is,’” (ii) the
associates were “former ward committeemen and aldermen” and paying them “was a ‘favor,’” (iii)
“Public Official A came to us. It’s just that simple,” and (iv) ComEd’s “‘money comes from
Springfield’” and it was necessary “‘to keep [Public Official A] happy,’” which is “‘worth it,
because you’d hear otherwise.’”
62. The DPA also details a conversation between McClain and Marquez in which
McClain advises Marquez, “‘don’t put anything in writing’ . . . because ‘all it can do is hurt ya.’”
The DPA included another conversation between Doherty and Marquez in which Doherty admits the
associates of Public Official A did no work by saying they were paid by ComEd to “‘keep their
mouth shut’” and admitting “‘[b]ut do they do anything for me on a day to day basis? No.’”
63. As another example of their efforts to conceal the true purpose of the bribery
payments as detailed in the DPA, in March 2019, McClain and ComEd personnel “participated in a
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meeting during which they discussed [Doherty’s company’s] contract and why the indirect payments
to Public Official A’s associates made under the guise of that contract should be continued for
another year.” ComEd thereafter renewed the contract. And, in a conversation about the renewal,
Hooker told McClain, “‘it’s uh, unmentioned, but you know, that which is understood need not be
mentioned,’” to which McClain responded, “‘Right. Exactly. Exactly.’”
64. In addition to the more than $1.3 million in payments, the Company admitted in the
DPA that ComEd retained a law firm, and provided that firm with thousands of hours of billable
work, at the behest of Public Official A, stating:
In or around 2011, ComEd agreed to retain Law Firm A, and entered into a
contract pursuant to which ComEd agreed to provide Law Firm A with a minimum
of 850 hours of attorney work per year. This contract was entered into with Law
Firm A, in part, with the intent to influence and reward Public Official A in
connection with Public Official A’s official duties and because personnel and agents
of ComEd understood that giving this contract to Law Firm A was important to
Public Official A.
65. In 2016, ComEd sought to reduce the hours provided to Law Firm A as part of its
contract renegotiation. However, according to the DPA, on January 20, 2016 McClain directed
Pramaggiore to continue the payments stating, “‘I am sure you know how valuable [an attorney
associated with Law Firm A] is to our Friend [Public Official A] . . . . I know the drill and so do
you. If you do not get involve [sic] and resolve this issue of 850 hours for his law firm per year then
he will go to our Friend [Public Official A]. Our Friend [Public Official A] will call me and then I
will call you. Is this a drill we must go through?’” Pramaggiore responded, “‘Sorry. No one
informed me. I am on this.’” Pramaggiore then “tasked a ComEd employee” who was working on
“obtaining legislative approval of FEJA, to ensure that Law Firm A’s contract was renewed.” The
contract was renewed, albeit with an undisclosed number of lower hours.
66. According to the DPA, Public Official A – through McClain – also requested that
Pramaggiore secure the appointment of one of Public Official A’s associates, Juan Ochoa (“Ochoa”),
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to ComEd’s Board of Directors. In May 2018, “in response to internal company opposition to the
appointment” of Ochoa, Pramaggiore instead offered to “arrange[] for [Ochoa] to receive a part-time
job that paid an equivalent amount of money to a board member position, namely, $78,000 a year.”
McClain told Pramaggiore that “Public Official A would appreciate if [Pramaggiore] would ‘keep
pressing’ for the appointment of [Ochoa], and [Pramaggiore] agreed to do so.” Then, in September
2018, the DPA states that Pramaggiore assured McClain that she “was continuing to advocate for the
appointment of [Ochoa] made at Public Official A’s request because ‘You take good care of me and
so does our friend [Public Official A] and I will do the best that I can to, to take care of you.’”
67. Confirming that the bribery scheme continued well into 2019, on April 25, 2019,
Pramaggiore sent McClain a text message stating, “‘Just sent out Board approval to appoint [Ochoa]
to ComEd Board.’” ComEd disclosed the appointment of Ochoa the next day. As stated in the
DPA, “no one at ComEd or Exelon recruited [Ochoa] to serve as a director, and ComEd did not
interview or vet other outside candidates for the vacant board seat. ComEd appointed [Ochoa], in
part, with the intent to influence and reward Public Official A in connection with Public Official A’s
official duties.”
68. As yet another example of the bribery scheme, ComEd set up an internship program
that hired certain interns to gain favor with Public Official A. Specifically, starting no later than
2013 and continuing into 2019, ComEd’s internship program “would accept a specified target
number of students who primarily resided” in Public Official A’s ward “and that were recommended
to ComEd by associates of Public Official A.” ComEd made these hires, “in part, with the intent to
influence and reward Public Official A in connection with Public Official A’s official duties.”
69. In addition to the $1.3 million in payments to associates of Public Official A,
retention and payment of thousands of billable hours to Law Firm A, appointment of Ochoa to the
ComEd Board of Directors, and adoption of the internship program that are all set forth in the DPA,
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media has reported that the Company went to “unusual lengths” to influence Public Official A by
hosting fundraising events for his campaign and party. For example, a December 6, 2019 Crain’s
article reported that, “[f]or at least five years, the utility [ComEd] and its top execs have hosted an
unusual big-bucks fundraiser for [Public Official A], who was key to enacting the company’s
Springfield agenda.” The article detailed that every fall since at least around 2014, Exelon and
ComEd had hosted an annual event for Public Official A that raised more than $100,000 every year.
70. Rather than constituting legal fundraising events to advance general political interests,
the efforts appear to be part of the bribery scheme, given all of the other bribes set forth in the DPA
and the Company’s admitted intent to influence Public Official A. In addition, the Crain’s article
noted that Exelon and ComEd did not host similar events for other Illinois politicians. The article
stated, for example, that while “ComEd regularly raised money for and donated to other legislative
leaders, those efforts were nothing of the magnitude on display for [Public Official A], several
sources familiar with its lobbying and fundraising operation tell [Crain’s].” The article quoted a
spokesperson for the House Republican leader as stating, “[t]hey don’t do any type of event for [the
House Republican leader].” In a later article, Crain’s reported that the fundraisers were “considered
by some company associates to be a command performance.”8
71. Moreover, the events involved the same individuals – Pramaggiore and McClain – at
the center of the payments, retention of Law Firm A, and appointment of Ochoa. According to
Crain’s, “[Chris] Crane, as well as former top Exelon exec Anne Pramaggiore and . . . Mike
McClain, a former House majority leader turned lobbyist” attended the annual events. The article
explained that “‘the reception line was typically Anne [Pramaggiore] and [Public Official A]’” and
“‘[l]ater, Chris [Crane] and [Public Official A] would get up and talk.’”
8
Merriam Webster dictionary defines “command performance” as “a special performance of a concert,
play, etc., that is done at the request of an important person (such as a king).”
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Exelon and ComEd Secure Passage of EIMA Through the Bribery Strategy
72. Exelon and ComEd’s bribery strategy paid significant dividends. In May 2011, the
Illinois House of Representatives passed EIMA by majority vote. However, the Bill required Senate
approval and ratification by then-Governor Quinn, who opposed it. The Illinois Senate voted to
enact EIMA in August 2011. But on September 12, 2011, Governor Quinn vetoed EIMA, stating
that the utility companies were “trying to dramatically change the rules to guarantee annual rate
increases.” He stated that “[t]he bill before me strips away vital oversight and allows these utilities
to benefit from unnecessary costs, higher corporate profits, and inherently flawed performance
standards,” and that he would “not support a measure that contains sweetheart deals for big utilities.”
73. Shortly after the veto, Defendant Crane reassured investors during an earnings call in
September 2011 that Exelon and ComEd were working to gather the votes necessary to override the
Governor’s veto. In doing so, Crane claimed that the success of the legislation turned on traditional
lobbying efforts like stakeholder support, noting that “we think it should pass the test of the
consumer advocate” and touting that the proposed law “started out about modernization and it turned
into a job[s] bill that kind of resonated and that’s the real desire of Springfield now is let’s make the
investment, guarantee us the return, but also get some folks to work.” In truth, as later admitted in
the DPA, the bribery scheme facilitated the passage of EIMA.
74. On October 26, 2011, the Illinois General Assembly, with a super-majority vote,
overrode the Governor’s veto of EIMA, which became effective immediately. As discussed, EIMA
authorized ComEd to spend $2.6 billion in grid infrastructure investments over a decade and
overhauled the rate making process in favor of ComEd.
75. Analysts following Exelon saw EIMA as a major win for the Company and a stark
contrast to its past failures. For example, in an October 27, 2011 report, analysts from Bank of
America stated that while ComEd had “historically faced one of the most difficult regulatory
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environments in the country in recent years,” with the passage of EIMA, “we see the regulatory
environment in IL about to be transformed into one of the better ones in the U.S.” In a report the
same day, analysts from Deutsche Bank increased part of their valuation model for ComEd upward
by 5% because of the benefits ComEd would reap from EIMA, noting that “[t]his could still be
conservative, as the passage of the new legislation may yet add upside to our 2013 [estimates] when
we learn more details.” Similarly, analysts from Morningstar Equity Research issued a report on
October 28, 2011, stating that “the new ratemaking structure should allow significant rate base and
earnings growth for the utilities. ComEd committed to $2.6 billion of new investment during the
next 10 years, representing the potential for a 30% increase in its rate base.”
76. After EIMA was enacted, the ICC and ComEd disputed its interpretation, resulting in
the ICC reportedly reducing a 2012 ComEd rate request by approximately $100 million. ComEd
again sought support from the Illinois General Assembly, and a new bill clarifying EIMA in favor of
ComEd was introduced. During a May 1, 2013 conference call, Exelon’s then CFO said the bill
would “increase operating revenues approximately $25 million and $65 million in 2013 and 2014.”
The bill passed both houses, but was again vetoed by Governor Quinn, who stated that he “cannot
support legislation that puts the profits of big electric utilities ahead of the families and businesses of
Illinois.” In an email obtained pursuant to a FOIA request with the Illinois House of
Representatives, on May 5, 2013, McClain forwarded the Governor’s statement to Public Official
A’s chief of staff with the subject, “FW: To Provide . . . We Must Override!” The Illinois General
Assembly voted to override the veto on May 22, 2013. In a call with analysts a week later,
Defendant Crane touted the Company’s ability to push EIMA and the clarifying legislation through,
stating, “In Illinois, we’ve worked with the state legislature to come up with . . . a newly structured
formula rate. We had that pass. There were some issues that we had to deal with at the Commission
level. We had to go back to the legislature. We were able to fix that.”

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77. EIMA was scheduled to sunset in 2017, at which time ComEd’s formula rates and
investment commitment would end unless extended by the Illinois General Assembly. The Illinois
General Assembly voted to extend EIMA, and on April 3, 2015, then-Governor Bruce Rauner signed
the bill into law, extending the EIMA sunset from 2017 to 2019.
78. During an August 10, 2016 earnings call, Defendant Pramaggiore called EIMA “a
game-changer for ComEd.” She highlighted the $2.6 billion investment authorized by EIMA, and
noted that “we were able to persuade policymakers” that the investment “required a regulatory
model different from the volatile model that we had been living with for a number of years[,] [s]o we
designed a formula rate that provides greater predictability, as well as timely cost recovery.” She
added that “of the approximately $4.2 billion of rate base growth at ComEd over the next five years,
100% will be recovered through existing formula and rider mechanisms that have served us well
over the past 4.5 years.”
Exelon and ComEd Secure Passage of FEJA Through the Bribery Strategy
79. In 2015, Exelon disclosed that two of its Illinois nuclear power plants were
unprofitable and would be shut down unless the Illinois General Assembly passed a legislative
bailout that would allow Exelon to profit. Thus, with what Crane described as the “very strong
support from the leadership of the legislature,” Exelon developed a new bill. This bill sought
payment of clean energy subsidies for the nuclear plants, referred to as annual “Zero Emission
Credits” or “ZECs.” Exelon promoted the bill as saving thousands of jobs for workers at the plants
and also advancing Illinois’ efforts to reduce its carbon emissions.
80. Like EIMA, Exelon’s proposal was met with significant opposition. For example, a
May 27, 2016 article in the Chicago Tribune noted that critics believed Exelon’s threat to close the
facilities was “unreasonable, given the overall profitability of the company, which cleared $2.27
billion [in 2015].” Ultimately, the Chicago Tribune noted that lawmakers “have shown little
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appetite to entertain the complex, wide-ranging bill,” as they were more occupied with passing a
hotly-contested 2017 budget.
81. Nevertheless, on December 1, 2016, the final day of the legislature’s fall session,
FEJA was passed by the House of Representatives. At the time, Illinois still had no annual budget in
place. One representative asked during a discussion of the bill, “‘[w]hat are we doing, you guys?
What are we doing listening to this bill? . . . We don’t have a budget and our so-called stopgap
budget is just weeks away from expiring. Instead, we are talking about a multibillion-dollar
corporate bailout for one of the most profitable companies in the state. And how are we going to
finance this? This is going to be financed on the back of the rate payers.’” Later, looking back at
December 1, 2016, another Illinois representative said, “‘[t]he whole day was bad. It was dirty, and
I felt like I needed a shower driving home.’”
82. On December 7, 2016, FEJA was signed into law. Among other items, the main
provisions of the bill provided Exelon a rate-payer bailout of up to $2.35 billion, or $235 million
annually for ten years, which would keep Exelon’s two failing nuclear plants operating at least
through 2027. The bailout took the form of ZECs paid to Exelon Generation for generating power
by nuclear plants, the cost of which were passed through to ComEd’s customers, resulting in a
potentially $4-per-month increase to utility bills.
83. In addition to the subsidies to Exelon Generation, FEJA provided additional rate
increase benefits to ComEd. More specifically, FEJA extended the sunset date for the formula rates
for another three years, through 2022 and authorized ComEd to earn a return on up to around $350
million in “energy efficiency” improvements. Analysts noted that before FEJA, ComEd “invest[ed]
$200-$250M a year in energy efficiency but [wa]s not provided any return on the investment.”
84. As with EIMA, Defendants attributed the passage of FEJA to legitimate lobbying
activities like coalition building and stakeholder support. For example, during an earnings call in
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October 2016 shortly before FEJA’s passage, Defendant Pramaggiore said that “[w]e have pulled
together a coalition to come in with an agreed bill as much as possible and we are in the process of
putting that together now.” Similarly, during an earnings call in February 2017, Defendant Crane
said that FEJA (along with another law passed in a different state) showed that “[w]e’re able to work
with a wide range of stakeholders in both states to enact programs that compensate these plan[t]s for
their environmental attributes.” However, as admitted in the DPA, the bribery scheme facilitated the
passage of FEJA.
85. Not long after the enactment of FEJA, Exelon reportedly invited close to 1,000
supporters to a celebration. According to a November 22, 2019 Crain’s article, “[a] few dozen
superstars were invited to a special dinner downstairs, featuring Anne Pramaggiore, . . . [Public
Official A] and someone they had in common – ComEd lobbyist Mike McClain, a longtime close
ally and friend of [Public Official A].”
86. The financial benefits to Exelon and ComEd from their legislative efforts came
quickly. Since 2016, ComEd’s net income has nearly doubled, going from $378 million in 2016 to
$688 million in 2019, and Exelon’s net income has nearly tripled, going from $1.13 billion in 2016
to $2.9 billion in 2019.
Exelon and ComEd’s Efforts to Secure Favorable Legislation Through the Bribery Scheme
in 2019
87. As discussed, Exelon, ComEd, and their executives knew that the disclosure of illegal
or unethical behavior would “destroy shareholder value.” Leading up to and continuing during the
Class Period, Exelon and ComEd sought the passage of additional legislation, and the renewal of a
key government contract, that would directly enhance profitability.
88. First, Exelon sought another bailout of Illinois nuclear power plants. On May 24,
2018, Exelon issued a release announcing that one of the plants (Dresden) did not have its price bids
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accepted in the annual RTO capacity auction, and that only a small portion of another plant’s
(Byron) bids were accepted. Exelon stated that the “results underscore the urgent need for policy
reforms . . . to properly value the resilient, zero-emissions power provided by nuclear plants.”
Exelon later disclosed that Dresden, Byron, and a third Illinois nuclear plant (Braidwood) were
showing “increased signs of economic distress” and may need to be shutdown unless legislation was
enacted.
89. Defendants advocated for legislation to bail out the Illinois nuclear power plants. In
February 2019, the Clean Energy Progress Act (“CEPA”), which Exelon supported, was introduced
in the Illinois House of Representatives. CEPA would require ComEd (through Illinois regulators)
to buy its “capacity” through Exelon’s nuclear plants,9 meaning the plants would go from selling
little to no capacity in the RTO auction to selling all of its capacity to ComEd, providing the
struggling nuclear plants hundreds of millions of dollars in revenue. ComEd, in turn, would pass the
increased costs on to the ratepayers.
90. Second, Defendants advocated for legislation to provide for a ten-year extension on
the EIMA formula rates, which were set to sunset in 2022. On February 15, 2019, House Bill 3152
was introduced to the Illinois General Assembly, providing for the extension of the formula rates to
2032.
91. Third, in addition to legislation, ComEd’s franchise agreement with the City of
Chicago, which allowed ComEd to access the city’s roads, sidewalks, and airspace, was set to expire
for the first time in nearly 30 years. The rare renewal opportunity made it possible for Chicago to
consider increasing the franchise fee or even taking over electricity delivery in Chicago. As such,
Defendants were engaged in negotiations with the City of Chicago during the Class Period.
9
The process for buying capacity outside of the RTO is referred to fixed resource requirement, or “FRR.”
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DEFENDANTS’ FALSE AND MISLEADING CLASS PERIOD STATEMENTS
92. Defendants concealed the bribery scheme during the Class Period by making a series
of false and misleading statements.
February 2019 False and Misleading Statements in Documents Published on Exelon’s

Website
93. The Class Period begins on February 8, 2019. On that date, the Company hosted a
conference call to discuss its fourth quarter 2018 (“4Q18”) financial results. After market close,
Exelon and ComEd each separately filed the same combined 2018 Form 10-K (defined above, ¶38),
which was signed by Crane, Pramaggiore, and Dominguez.10 As set forth below, on February 8,
2019, Defendants made false and misleading statements during the conference call, in the 2018 Form
10-K, and in documents published on Exelon’s website.
94. With regard to documents published on the website, the 2018 Form 10-K filed by
Exelon and ComEd and signed by Crane, Pramaggiore, and Dominguez directed investors to the
Company Code of Conduct (defined above, ¶39) published on Exelon’s website.11 The Company
Code of Conduct was published on the Exelon website on February 8, 2019 and on every subsequent
day of the Class Period.12
10
Defendant Pramaggiore signed the 2018 Form 10-K through power of attorney. Specifically, Defendant
Dominguez signed as “Attorney-in-Fact, on behalf of . . . Anne R. Pramaggiore,” and an attached Power of
Attorney signed by Defendant Pramaggiore stated “I, Anne R. Pramaggiore, do hereby appoint Joseph
Dominguez . . . attorney for me and in my name and on my behalf to sign the annual Securities and Exchange
Commission report on Form 10-K for 2018 of Commonwealth Edison Company, together with any
amendments thereto, to be filed with the Securities and Exchange Commission. . . .”
11
The 2018 Form 10-K stated “[t]he Code of Business Conduct is filed as Exhibit 14 to this report and is
available on Exelon’s website at www.exeloncorp.com.” Thus, Defendants directed investors to both
versions of their Code of Conduct since the version attached as Exhibit 14 was slightly different than the
version on the website.
12
The Company’s Code of Business Conduct is available at
https://www.exeloncorp.com/company/Documents/Exelon%20Code%20of%20Business%20Conduct.pdf.
When accessed on September 1, 2020, Exelon’s website indicated that the Company Code of Conduct was
last updated on the website on “May 6, 2016.” In addition to in the 2018 Form 10-K, Exelon and ComEd
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95. The Company Code of Conduct was approved by the Exelon Board of Directors,
including Defendant Crane, and began with a “Leadership Message” from Defendant Crane. The
“Leadership Message” claimed: “This is no poster on the wall. Our Code is an active and vibrant
part of our everyday business: how we act, how we make decisions, how we treat our partners and
colleagues, how we relate to the communities where we each live and work.” The Company Code of
Conduct stated that it applied to essentially everyone associated with the Company including:
“directors, officers and employees,” Exelon “subsidiaries,” “[t]hird parties such as consultants,” and
added that “[a]ll non-represented [e.g., non-union] employees and members of the Board of
Directors must complete a certification of compliance questionnaire each year.”
96. Under the heading, “Disciplinary Action,” the Company Code of Conduct
emphasized that “[t]he Code is of the utmost importance to the company and violations will not be
tolerated. Accordingly, the Code will be appropriately enforced, regardless of the seniority, role or
location of those involved in misconduct,” and anyone who “[a]uthorizes or participates in actions
that violate the Code or law” or who “[f]ails to complete or falsely completes a certification of
compliance,” may be subject to “[t]ermination of employment” or “[r]eferral to law enforcement.”
Reflecting the Company’s recognition that compliance with the Company Code of Conduct was
important to investors, it stated, “[a] waiver of any provision of the Code will be made only in
exceptional circumstances for substantial cause” and “any waiver of a provision in the Code for any
director or executive officer will be disclosed to shareholders.”
97. In addition, the Company Code of Conduct contained the following false and
misleading statements:
repeatedly directed investors to the Company Code of Conduct in other SEC filings, such as proxy reports,
prior to and during the Class Period.
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(a) “We never request, offer or accept any form of payment or incentive
intended to improperly influence a decision.”13
(b) “Exelon . . . advocates for legislation we believe will enhance value for our
customers, communities, employees and shareholders. Those of us who have contact with
legislators, regulators, executive branch officials or their staffs may be involved in lobbying, and
must take care to comply with the laws applicable to these activities.”
(c) “What’s Expected . . . Never use a third party to make payments or offers
that could be improper.”
98. Also on Exelon’s website on February 8, 2019, and every subsequent day of the Class
Period, Exelon published its Contributions Guidelines (defined above, ¶41),14 which contained the
following false and misleading statements:
(a) “No Political Contribution should be made or committed under any
condition requiring confidentiality or otherwise limiting public disclosure.”
(b) “No Political Contribution will be given in anticipation of, in recognition of,
or in return for any Official Act.”
99. Also on Exelon’s website on February 8, 2019, and every subsequent day of the Class
Period, Exelon published its Political Contributions Report for the period of January 1, 2018-June
30, 2018 (the “1H 2018 Contributions Report”).15 The 1H 2018 Contributions Report contained the
13
Bold and italics are used to identify the particular statements alleged to be false and misleading herein.
14
The Corporate Political Contributions Guidelines are available at
https://www.exeloncorp.com/company/Documents/dwnld_contributionguidelines.pdf. When accessed on
September 1, 2020, Exelon’s website indicated that the Contributions Guidelines were last updated on the
website on “September 14, 2016.”
15
The 1H 2018 Contributions Report is available at https://www.exeloncorp.com/company
/Documents/2018%20-%20Jan-June%20Political%20Contributions.pdf. When accessed on September 1,
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(a) “Exelon’s political contributions during the reporting period were all made
in accordance with its Corporate Political Contributions Guidelines.”
(b) “This report includes a listing of Exelon’s political contributions for the
above noted reporting period.”
100. The statements set forth in ¶¶97-99 above were false and misleading when made.
The true facts, which were then known to or recklessly disregarded by Defendants, were:
(a) Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s
statements that they “never” paid or offered a bribe and that some of them were engaged in
“lobbying,” and Exelon’s statement that all political contributions made during the period were in
accordance with its guidelines and therefore had not made any in anticipation or recognition of any
Official Act, were false and misleading because Defendants omitted to disclose the Company had
changed strategy from legal lobbying to an eight-year and ongoing illegal bribery scheme, in which
ComEd and senior executives were bribing Public Official A to secure favorable Illinois legislation,
including: (i) indirectly making undisclosed payments of more than $1.3 million to associates of
Public Official A, who did little or no work for ComEd; (ii) hiring and guaranteeing thousands of
hours to a law firm that was valuable and important to Public Official A; (iii) hosting and
participating in fundraisers for Public Official A with the expectation of influencing passage of
favorable legislation; and (iv) hiring interns that were from Public Official A’s ward and
recommended by associates of Public Official A.
(b) Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s
statements that it was “expected” that the Company and its employees “[n]ever use a third party to
make payments or offers that could be improper” was false and misleading because Defendants
2020, Exelon’s website indicated that the 1H 2018 Contributions Report was last updated on the website on
“January 17, 2019.”
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omitted to disclose the Company had changed strategy from legal lobbying to an eight-year and
ongoing illegal bribery scheme, in which ComEd and senior executives were making $1.3 million in
illegal payments through third parties.
(c) Defendant Exelon’s statements that all political contributions had been listed
and none were made under condition of confidentiality were false and misleading because Exelon
omitted to disclose the Company had changed strategy from legal lobbying to an eight-year and
ongoing illegal bribery scheme, in which ComEd and senior executives were making undisclosed
and confidential political contributions through bribes to Public Official A to secure favorable
Illinois legislation, including: (i) indirectly making undisclosed payments of more than $1.3 million
to associates of Public Official A, who did little or no work for ComEd; (ii) hiring and guaranteeing
thousands of hours to a law firm that was valuable and important to Public Official A; (iii) hosting
and participating in fundraisers for Public Official A with the expectation of influencing passage of
favorable legislation; and (iv) hiring interns that were from Public Official A’s ward and
recommended by associates of Public Official A.
February 2019 False and Misleading Statements in Conference Call and Form 10-K
101. On February 8, 2019, the Company hosted an earnings call to discuss its 4Q18
results. Crane and Pramaggiore attended on behalf of the Company and Crane made another false
and misleading statement.
102. Specifically, in response to an analyst question about “any update on sort of efforts to
engage the legislature in Illinois, coalition building, et cetera?” Crane responded:
As you can imagine, we work within the coalitions within the state on what’s
needed to continue to advance the environmental stakeholders, the customers in
sound investment. So we have our folks communicating in those coalitions and
communicating with the legislative folks. Premature to say what it looks like at the
end of the day. But they’re at the beginning of the sausage-making right now. And
we’ll continue to have productive conversations.
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103. In addition, the 2018 Form 10-K signed by Crane, Pramaggiore, and Dominguez and
filed by Exelon and ComEd attached the Exhibit 14 Code of Conduct, which contained the following
false and misleading statements:
(a) In the section, “Government Business,” it stated, “Exelon is committed to
conducting its business with government agencies and officials consistent with the highest ethical
standards and in compliance with the applicable laws.”
(b) In the section, “Lobbying,” it stated:
Exelon is subject to regulation at various levels of government, and is

profoundly affected by decisions of elected and appointed government officials.
Exelon is therefore engaged with and actively lobbies such government officials in
the policymaking process in support of Exelon’s business interests on various
issues. It is important to our success that advocacy on behalf of Exelon be
consistent, coordinated and focused on both our short-term and long-term
interests. No Exelon personnel may engage in lobbying activities on behalf of the
Company, testify or provide comments before any legislative committees for Exelon,
or accept an appointment to an advisory or study group established by a legislative
body or administrative agency on behalf of Exelon without first obtaining the
approval of Government and Regulatory Affairs or the Legal Department.
Government and Regulatory Affairs will also help ensure compliance with all
lobbying registration, reporting, and disclosure requirements. All Exelon lobbyists
are expected to follow both the letter and spirit of the lobbying laws and to
maintain the highest standards of professional integrity.
104. In addition, the 2018 Form 10-K also contained the following false and misleading
statements regarding the Company’s lobbying activities, the benefits and revenues from favorable
legislation, and the Company’s risk factors:
(a) The 2018 Form 10-K purported to describe Exelon’s legitimate lobbying
efforts, stating:
Generation’s Dresden, Byron, and Braidwood nuclear plants in Illinois are

also showing increased signs of economic distress, which could lead to an early
retirement, in a market that does not currently compensate them for their unique
contribution . . . . Exelon continues to work with stakeholders on state policy
solutions, while also advocating for broader market reforms at the regional and
federal level [(“State Policy Solutions Statement”)].
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(b) The 2018 Form 10-K also emphasized the financial benefits of FEJA, stating:
Pursuant to FEJA, . . . Generation’s Clinton Unit 1, Quad Cities Unit 1 and

Quad Cities Unit 2 nuclear plants were selected as the winning bidders through the
IPA’s ZEC procurement event. Generation executed the required ZEC procurement
contracts with Illinois utilities, including ComEd, effective January 26, 2018 and
began recognizing revenue, with compensation for the sale of ZECs retroactive to
the June 1, 2017 effective date of FEJA. During the year ended December 31,
2018, Generation recognized revenue of $373 million, of which $150 million
related to ZECs generated from June 1, 2017 through December 31, 2017.
(c) The 2018 Form 10-K highlighted additional financial benefits of FEJA,
stating:
On December 7, 2016, Illinois FEJA was signed into law by the Governor of
Illinois and included a ZES that now provides compensation to Clinton and Quad
Cities for the carbon-free attributes of their production through 2027. With the
passage of the Illinois ZES in December 2016, Generation reversed its June 2016
decision to permanently cease generation operations at the Clinton and Quad
Cities nuclear generating plants. Clinton and Quad Cities are currently licensed to
operate through 2026 and 2032, respectively.
(d) And the 2018 Form 10-K further touted additional financial benefits of FEJA,
stating: “FEJA allows ComEd to defer energy efficiency costs . . . as a separate regulatory asset
that is recovered through the energy efficiency formula rate over the weighted average useful life,
as approved by the ICC, of the related energy efficiency measures.”
(e) In “ITEM 1A. Risk Factors,” the 2018 Form 10-K purported to disclose risks
while omitting the bribery scheme, stating:
The Registrants [including Exelon and ComEd] have large consumer

customer bases and as a result could be the subject of public criticism focused on
the operability of their assets and infrastructure and quality of their service.
Adverse publicity of this nature could render legislatures and other governing
bodies, public service commissions and other regulatory authorities, and government
officials less likely to view energy companies such as Exelon and its subsidiaries in
a favorable light, and could cause Exelon and its subsidiaries to be susceptible to
less favorable legislative and regulatory outcomes, as well as increased regulatory
oversight and more stringent legislative or regulatory requirements (e.g.
disallowances of costs, lower ROEs). The imposition of any of the foregoing could
have a material negative impact on the Registrants’ business or consolidated
financial statements [(“Operability Risk Statement”)].
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(a) Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s
statements purporting to describe the Company as being engaged solely in legitimate lobbying
activities such as claiming they “work within the coalitions within the state . . . to advance the
environmental stakeholders, the customers in sound investment,” that Exelon was committed to
engaging with government officials in compliance with laws and the “highest ethical standards,” and
that Exelon is “engaged with and actively lobbies . . . government officials” in a “consistent,
coordinated” manner that was “focused on both our short-term and long-term interests” were false
and misleading because Defendants omitted to disclose they had changed strategy from legal
lobbying to an eight-year and ongoing illegal bribery scheme, in which ComEd and senior
executives were bribing Public Official A to secure favorable Illinois legislation, including: (i)
indirectly making undisclosed payments of more than $1.3 million to associates of Public Official A,
who did little or no work for ComEd; (ii) hiring and guaranteeing thousands of hours to a law firm
that was valuable and important to Public Official A; (iii) hosting and participating in fundraisers for
Public Official A with the expectation of influencing passage of favorable legislation; and (iv) hiring
interns that were from Public Official A’s ward and recommended by associates of Public Official
A.
(b) Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s
statements regarding the source of the Company’s financial benefits, including its nuclear plants
being “winning bidders” and having increased revenues and clean energy subsidies under FEJA,
which allowed Exelon to “reverse[] its June 2016 decision to permanently cease generation
operations,” and ComEd being allowed to “defer” and “recover[]” additional costs under FEJA, were
false and misleading because Defendants omitted to disclose that those benefits were not obtained
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through legitimate lobbying activities that resulted in the passage of FEJA, rather, the passage of
FEJA was the result, in significant part, of the eight-year and ongoing bribery scheme, which
rendered such financial benefits illusory and subjected the Company to massive fines.
(c) Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s
statements regarding the legislative risks the Company faced from “public criticism” concerning
their “operability” or “quality of their service” that could lead to “less favorable legislative and
regulatory outcomes” were false and misleading because while disclosing those minor risks, they
concealed the much larger risks of adverse legislative and regulatory outcomes, as well as fines of
hundreds of millions of dollars that they were facing, as the result of the eight-year and ongoing
bribery scheme.
March 2019 False and Misleading Statements
106. On March 20, 2019, Exelon filed its annual Proxy Statement on Schedule 14A
(“Exelon 2019 Proxy Statement”), which was solicited to shareholders “on behalf of the Board of
Directors” (including Crane) and quoted Defendant Crane. The Exelon 2019 Proxy Statement again
directed investors to the Company Code of Conduct on the website. On that date, Exelon also had
published on its website its Political Contributions Guidelines and Political Contributions Report.
107. Exelon’s statements in documents published on the website, and Exelon and Crane’s
statements in the Company Code of Conduct referred to in the Exelon 2019 Proxy Statement,
included the same false and misleading statements from the Company Code of Conduct, Political
Contributions Guidelines and Political Contributions Report set forth in ¶¶97-99, which were false
and misleading for the reasons set forth in ¶¶100(a)-(c).
April 2019 False and Misleading Statements
108. On April 26, 2019, ComEd filed its annual Proxy Statement on Schedule 14C
(“ComEd 2019 Proxy Statement”), which directed investors to the Company Code of Conduct on
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the website, which the ComEd Proxy Statement said “is the code of conduct applicable to ComEd.”
On the same date, Exelon also had published on its website its Political Contributions Guidelines
and Political Contributions Report.
109. Exelon’s statements in documents published on the website, and Exelon’s, ComEd’s,
and Crane’s statements in the Company Code of Conduct referred to in the ComEd 2019 Proxy
Statement, included the same false and misleading statements from the Company Code of Conduct,
Political Contributions Guidelines and Political Contributions Report set forth in ¶¶97-99, which
were false and misleading for the reasons set forth in ¶¶100(a)-(c).
May 2019 False and Misleading Statements
110. On May 2, 2019, the Company hosted a conference call to discuss its first quarter
2019 (“1Q19”) results and filed its Form 10-Q for the same period. On the same date, Exelon also
had published on its website its Company Code of Conduct, Political Contributions Guidelines and
Political Contributions Report. Defendants made false and misleading statements on the Exelon
website, in the 1Q19 Form 10-Q, and on the conference call.
111. Crane attended the May 2, 2019 conference call on behalf of the Company and made
the following false and misleading statements:
(a) In discussing Exelon’s efforts to pass additional favorable legislation, Crane
said:
In Illinois, legislation was introduced that would require the Illinois Power
Authority to procure clean capacity for ComEd customers using the fixed resource
requirement mechanism that is currently in the PJM tariff. In addition to supporting
of course truly clean energy future, in Illinois the legislation would also ensure that
consumers pay less than they do today.
The concept of the FRR has a wide support and has been endorsed by the
Illinois hub – the Clean Jobs Coalition and organized labor. Another piece of
legislation has been introduced into Illinois to extend the formula rate – ComEd’s
formula rate provides tangible benefits to the consumers as well as certainty we need
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to make investments and improve reliability and resiliency in customer service while
keeping the bills affordable. . . .
It’s a busy legislative season as Governor Pritzker and the General Assembly
tackle Illinois’ significant budget problems. However, we are optimistic these 2
priorities can get done this year.
(b) During the question and answer portion of the call, an analyst requested a
“little more detail on the status of the bills that relate to energy policy in Illinois,” to which Crane
responded:
Our bill for the FRR, there’s one that’s a path to 100, and then there is one that’s the
clean jobs coalition. So we’re in the process right now of negotiating with the all
the bills so we can come together and provide the legislature with a coalition that
agrees on many things right now. Just working through the details. We hope to be
done. Meetings are constant. I’ve met with the leadership of both the House and
Senate, talking about what we need to do and them showing their support for us
going forward. So we’re just going to keep working on it as we always do. If it’s
not done in the regular session because of the other priorities, we will have it
positioned to move through during the veto session. That’s the Generation bill.
The other bill in Illinois that will affect Exelon is the extension of the
ComEd formula rate for 10 years. That bill is proceeding. We’ve been able to
work with stakeholders to gain support and recognition.
(c) Later in the call, Defendant Crane was again asked about whether the
legislation could pass in the Spring session, and he responded:
We’re working with the coalitions as hard as we can to have something

presentable to the – that the legislature supports to move in the Spring. But what
I’ve cautioned in our roadshows and on the calls previously, there is a very
aggressive legislative agenda in Illinois this Spring. . . . We need to be ready to be
able to tell our story, communicate and have that coalition that we’re building,
endorsing where we’re heading. But we need to be realistic. We do think if it
doesn’t happen in the Spring, we’ll be ready to move it in the veto session in the fall.
112. On May 2, 2019, Exelon and ComEd also each separately filed the same combined
quarterly report on Form 10-Q for the period ended March 31, 2019 (“1Q19 Form 10-Q”). The
1Q19 Form 10-Q was signed by Crane and Dominguez and contained the following false and
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(a) The 1Q19 Form 10-Q described Exelon’s purportedly legitimate lobbying
efforts to secure passage of CEPA, stating:
On March 14, 2019, the Clean Energy Progress Act was introduced in the
Illinois General Assembly to preserve Illinois’ clean energy choices arising from
FEJA and empower the IPA to conduct capacity procurements outside of PJM’s base
residual auction process . . . . Exelon and Generation are working with legislators
and stakeholders and cannot predict the outcome or the potential financial impact, if
any, on Exelon or Generation [(“CEPA Lobbying Statement”)].
(b) The 1Q19 Form 10-Q repeated the State Policy Solutions Statement set forth
in ¶104(a).
(c) The 1Q19 Form 10-Q incorporated the Operability Risk Statement set forth
above in ¶104(e), saying “the Registrants’ risk factors were consistent with the risk factors
described in the Registrants’ combined 2018 Form 10-K in ITEM 1A. RISK FACTORS.”
(d) The 1Q19 Form 10-Q emphasized the financial benefits of FEJA, stating:

IPA’s ZEC procurement event. Generation executed the ZEC procurement
began recognizing revenue with compensation for the sale of ZECs retroactive to
the June 1, 2017 effective date of FEJA. During the three months ended March 31,
2018, Generation recognized $150 million of revenue related to ZECs generated
from June 1, 2017 through December 31, 2017.
(e) The 1Q19 Form 10-Q also stated that, “[u]nder FEJA, energy efficiency
revenue varies from year to year based upon fluctuations in the underlying costs, investments being
recovered, and allowed ROE. Energy efficiency revenue increased during the three months ended
March 31, 2019 as compared to the same period in 2018, primarily due to the impact of higher rate
base.”
(f) The 1Q19 Form 10-Q further stated that, “[o]n April 26, 2019, the Board of
Directors of ComEd appointed Mr. Juan Ochoa to the Board to fill a vacancy created by an
expansion of the size of the Board.”

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113. On May 8, 2019, Exelon posted to its website its updated Political Contributions
Report to disclose its second half of 2018 political contributions (for the period of July 1, 2018 –
December 31, 2018) (the “2H 2018 Contributions Report”).16 The 2H 2018 Contributions Report
contained the same false and misleading statements as the 1H 2018 Political Contributions Report
set forth in ¶99. Also on that day, Exelon had published on its website its Company Code of
Conduct and Political Contributions Guidelines.
(a) Defendants Exelon’s and Crane’s statements in the Company Code of
Conduct, and Defendant Exelon’s statements in the Political Contributions Guidelines and Political
Contributions Reports were false and misleading for the reasons set forth in ¶¶100(a)-(c).
(b) Defendant Crane’s statements purporting to describe the Company as being
engaged solely in legitimate lobbying in order to pass additional favorable legislation in 2019, such
as stating the legislation had “wide support,” they were “negotiating” to build “a coalition” of
support, they had “met with the leadership of the both the House and Senate,” were “working with
legislators,” and were “going to keep working on it as we always do,” as well as Defendants
Exelon’s, ComEd’s, Crane’s, and Dominguez’s statements in the Form 10-Q describing the
Company as engaged in legitimate lobbying, were false and misleading because they omitted to
disclose the Company had changed strategy from legal lobbying to an eight-year and ongoing illegal
bribery scheme in which ComEd and senior executives were bribing Public Official A to secure
favorable Illinois legislation, including: (i) indirectly making undisclosed payments of more than
16
The 2H 2018 Contributions Report is available at https://www.exeloncorp.com/company/
Documents/2018%20Political%20Contributions%20July%20through%20December.pdf. When last accessed
on September 1, 2020, Exelon’s website indicates that the 2H 2018 Contributions Report was last updated on
the website on “May 7, 2019.”
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$1.3 million to associates of Public Official A, who did little or no work for ComEd; (ii) hiring and
guaranteeing thousands of hours to a law firm that was valuable and important to Public Official A;
(iii) hosting and participating in fundraisers for Public Official A with the expectation of influencing
passage of favorable legislation; (iv) hiring interns that were from Public Official A’s ward and
recommended by associates of Public Official A; and (v) just appointing an associate of Public
Official A to ComEd’s Board of Directors at the request of Public Official A.
(c) Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s statement
emphasizing the financial benefits “pursuant to FEJA” and the statement touting that “revenue
increased during the three months ended March 31, 2019” from FEJA were false and misleading for
the reasons set forth in ¶105(b).
(d) Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s Operability Risks
Statement was false and misleading for the same reasons set forth in ¶105(c).
(e) Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s statement that
Ochoa was appointed to the ComEd Board “to fill a vacancy created by an expansion of the size of
the Board” was false and misleading because it omitted to disclose that the board was expanded, and
a vacancy created, in order to appoint Ochoa to the ComEd Board at the request of and in order to
influence Public Official A as part of the Company’s eight-year and ongoing bribery scheme.
July and August 2019 False and Misleading Statements
115. On July 12, 2019, WBEZ Chicago reported that “[f]ederal agents recently executed a
search warrant on the Southwest Side home of retired Chicago Ald. Michael Zalewski, and sources
familiar with the investigation say they were seeking records regarding [Public Official A].” The
raid was conducted “[a]round the same time [federal agents] raided the home of Kevin Quinn,” a
former aide and “operative” to Public Official A. According to WBEZ Chicago, the federal probe
“center[ed] on efforts to get work for Zalewski at ComEd and the interactions between [Public
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Official A], Zalewski and longtime ComEd lobbyist and [Public Official A] confidant Michael
McClain, according to three sources familiar with the federal investigation.” The article noted that
Zalewski was not listed as a ComEd lobbyist, and when contacted by the reporters, McClain stated,
“‘[t]here’s nothing against the law about asking for a job.’” The WBEZ Chicago article further
116. On July 15, 2019, Exelon and ComEd each separately filed a combined Current
Report on Form 8-K stating that Exelon and ComEd “received a grand jury subpoena from the U.S.
cooperate fully and are cooperating fully with the U.S. Attorney’s Office in expeditiously providing
the requested information.”
117. On August 1, 2019, the Company hosted a conference call to discuss its second
quarter 2019 (“2Q19”) results and filed its Form 10-Q for the same period. Defendants made false
and misleading statements during the conference call, in the Form 10-Q, and in the documents
published on Exelon’s website.
118. Crane, Von Hoene, and Pramaggiore attended the August 1, 2019 conference call on
behalf of the Company and made the following false and misleading statements:
(a) Defendant Crane stated:
[W]e’ve received numerous questions from our investors about the subpoena in
Illinois from the U.S. Attorney’s Office. We are cooperating fully and provided all –
are providing all information requested by the U.S. Attorney’s Office. We simply
can’t comment further on the investigation, and we are not going to speculate on
whether it may affect legislative efforts in the – Illinois this fall. What we do know
about this fall session is there are a number of stakeholders who want to see clean
energy legislation enacted.
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Illinois lags behind other progressive states on clean energy policy. Passing
the clean energy legislation is a priority for many stakeholders, include -- in
Illinois, including the Citizens Utility Board, [Labor], the Clean Jobs Coalition and
the Renewable Community. These stakeholders want to greatly expand their
renewable penetration so the state will be able to achieve the 100% clean energy
target by 2030. [Senior Vice President] Kathleen [Barron] and her team are
working with the stakeholders to help crack the legislation -- the legislative
package and the -- inform members of general assembly on the benefits of this
legislation.
(b) During the question and answer portion of the call, an analyst asked about the
“broad coalition” supporting CEPA or similar legislation “as we get into the veto session and
whether you think that the state policymakers understand the implications . . . and the need to take
back control of the market.” Crane responded: “As you can imagine, we have a significant
communications drive with the legislative and the administration on the situation and we are
prepared to present them with a coalition, I’ll let Kathleen [Barron] describe who she’s working
with . . . .”17
(c) Another analyst asked about the efforts to advance CEPA or similar
legislation and whether “since this news from a few weeks ago came out about the subpoena, has
there been any – have these talks continued?” Defendant Von Hoene responded:
The activity that has started and continued for a number of months on advancing
the clean energy legislation among the coalition . . . . We’re meeting regularly,
we’re doing the stakeholder outreach, we’re trying to craft a package and educate
members of legislature and the tendency of the grand jury and subpoenas [sic] had
no impact on the level of activity or the intensity of the activity in that regard.
(d) When asked about “some background of your franchise agreement in
Chicago,” Defendant Pramaggiore responded:
[T]he expiration date is the end December of 2020. The city needs to give us, in its
indication by the end of the year, as to whether they want to maintain status quo,
renegotiate or terminate the franchise agreement. So we’ll know by the end of the
17
Kathleen Barron then identified “a number of stakeholders that are very focused on getting clean energy
legislation enacted in Illinois,” including “folks in the environmental community,” the “renewable
developers,” the “Consumer Advocate,” and the “labor community.”
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year. But we’re in discussions with them. We started to have discussions around
that. We understand what their priorities are and they are, I think, priorities are
very much aligned with ours. They want to see more clean energy in the city of
Chicago and they are concerned about vulnerable population in particular in terms of
pricing, and those are all – those are both strong strategic elements of our focus
going forward at all our utilities. But that’s the status right now.
119. On August 1, 2019, Exelon and ComEd separately filed the same combined quarterly
report on form 10-Q for the period ended June 30, 2019 (“2Q19 Form 10-Q”), which was signed by
Defendants Crane and Dominguez and contained the following false and misleading statements:
(a) The 2Q19 Form 10-Q stated that “Exelon and ComEd received a grand jury
subpoena from the U.S. Attorney’s Office for the Northern District of Illinois requiring production
of information concerning their lobbying activities in the State of Illinois. Exelon and ComEd
have pledged to cooperate fully and are cooperating fully with the U.S. Attorney’s Office in
expeditiously providing the requested information.”
(b) The 2Q19 Form 10-Q incorporated the Operability Risk Statement set forth in
¶104(e), saying “the Registrants’ risk factors were consistent with the risk factors described in the
Registrants’ combined 2018 Form 10-K in ITEM 1A. RISK FACTORS.”
(c) The 2Q19 Form 10-Q emphasized the financial benefits of FEJA, stating:

IPA’s ZEC procurement event. Generation executed the ZEC procurement
began recognizing revenue with compensation for the sale of ZECs retroactive to
the June 1, 2017 effective date of FEJA. During the first quarter 2018, Generation
recognized $150 million of revenue related to ZECs generated from June 1, 2017
through December 31, 2017.
(d) The 2Q19 Form 10-Q also stated that, “[u]nder FEJA, energy efficiency
revenue varies from year to year based upon fluctuations in the underlying costs, investments being
recovered, and allowed ROE. Energy efficiency revenue increased during the three and six
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months ended June 30, 2019 as compared to the same period in 2018, primarily due to the impact of
higher rate base.”
(e) The 2Q19 Form 10-Q repeated the State Policy Solution Statement set forth
in ¶104(a).
(f) The 2Q19 Form 10-Q also repeated the same CEPA Lobbying Statement set
forth in ¶112(a).
120. On July 12, 2019 and August 1, 2019, Exelon had published on its website the same
false and misleading statements from the Company Code of Conduct, Political Contributions
Guidelines and Political Contributions Reports set forth in ¶¶97-99.
(a) Defendants Exelon’s, ComEd’s, Crane’s, Dominguez’s, and Von Hoene’s
statements suggesting Exelon and ComEd were merely subpoenaed as witnesses by saying they were
subpoenaed to “provid[e] . . . information” and for the “production of information,” and the receipt
of the subpoena “had no impact on the level” of the Company’s lobbying activity, and its “risk
factors” remained “consistent with the risk factors” in the “combined 2018 Form 10-K,” were false
and misleading because they omitted to disclose that (i) the Company and senior executives were at
substantial risk of criminal penalties (and under investigation) due to their bribery scheme; and (ii)
the Company had made a strategic decision to change strategy from legal lobbying to an eight-year
illegal bribery scheme, in which ComEd and senior executives were bribing Public Official A to
secure favorable Illinois legislation, including: (a) indirectly making undisclosed payments of more
than $1.3 million to associates of Public Official A, who did little or no work for ComEd; (b) hiring
and guaranteeing thousands of hours to a law firm that was valuable and important to Public
Official A; (c) hosting and participating in fundraisers for Public Official A with the expectation of
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influencing passage of favorable legislation; (d) hiring interns that were from Public Official A’s
ward and recommended by associates of Public Official A; and (e) recently appointing an associate
of Public Official A to ComEd’s Board of Directors at the request of Public Official A.
(b) Defendants Exelon’s, ComEd’s, Crane’s, Dominguez’s, and Von Hoene’s
statements purporting to describe legitimate lobbying activities, such as claiming they had “a
significant communications drive with the legislative [sic],” and they were “working with
legislators” on proposed favorable legislation, “working with the stakeholders to help crack the
legislation,” “prepar[ing] to present [legislators] with a coalition,” engaging in activity “for a number
of months on advancing the clean energy legislation among the coalition,” “meeting regularly,” and
“trying to craft a package and educate members of legislature,” were false and misleading because
they omitted to disclose the Company had changed strategy from legal lobbying to an eight-year
illegal bribery scheme, in which ComEd and senior executives had been bribing Public Official A to
secure favorable Illinois legislation, including: (i) indirectly making undisclosed payments of more
than $1.3 million to associates of Public Official A, who did little or no work for ComEd; (ii) hiring
and guaranteeing thousands of hours to a law firm that was valuable and important to Public Official
A; (iii) hosting and participating in fundraisers for Public Official A with the expectation of
influencing passage of favorable legislation; (iv) hiring interns that were from Public Official A’s
ward and recommended by associates of Public Official A; and (v) recently appointing an associate
of Public Official A to ComEd’s Board of Directors at the request of Public Official A.
(c) Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s statement
emphasizing the financial benefits “pursuant to FEJA” and the statement touting that “revenue
increased during the three months ended March 31, 2019” from FEJA were false and misleading for
the reasons set forth in ¶105(b).
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(d) Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s Operability Risk
(e) Defendants Exelon’s and Crane’s statements in the Company Code of
Conduct, Political Contributions Guidelines, and Political Contributions Reports were false and
misleading for the reasons set forth in ¶¶100(a)-(c).
Analyst Reaction to the False and Misleading Statements
122. Analysts reacted positively to the false and misleading statements touting, for
example, the Company’s risks as being unchanged and its purported legitimate and successful
lobbying, financial benefits of favorable legislation, efforts to secure additional favorable legislation,
and purported stringent legal and ethical compliance during the Class Period.
123. For example, on June 11, 2019, analysts from Credit Suisse issued a report reiterating
their positive outlook for Exelon stock and stating that proposed “[b]eneficial Illinois legislation,”
which they estimated would provide “~250M of annual capacity revenues,” was “continu[ing] to be
debated, although the concept is generally accepted by most parties,” suggesting it was likely to
pass. Similarly, on June 27, 2019, analysts from Macquarie Research issued a report also reiterating
their “[o]utperform” rating for Exelon stock and stating that “[t]he IL Legislature should approve the
FRR option . . . in November during the veto session.”
124. Even after disclosures regarding the federal investigation involving ComEd’s outside
lobbyists and Public Official A (see ¶¶115-116, 138-143), Defendants’ false and misleading
statements regarding the grand jury subpoena and the Company’s risks and lobbying efforts
successfully mitigated the negative disclosures. For example, on August 13, 2019, analysts from
Credit Suisse issued a report again reiterating their positive views on Exelon. The analysts believed
Exelon was not at risk, stating, for example, “[w]e see support for the Clean Energy Progress Act
(CEPA) unbowed despite a US Attorney Grand Jury and FBI investigation into [the] Illinois House
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Speaker [Public Official A].” Rather than targeting Exelon or ComEd or its employees, analysts
noted that the media had “reported a federal investigation into associates of [Public Official A] who
have allegedly taken sizeable payments from [external] ComEd lobbyists.”
125. As a further example, on August 27, 2019, analysts from Morgan Stanley issued a
report stating that they had increased their price target for Exelon from $56 to $60. The analysts
continued to believe the Company was not the target of the investigation and therefore it would not
impact its ability to obtain passage of favorable legislation, stating that the increased price target was
based on “our view that this legislation in IL [CEPA] is likely to be enacted” and it is valued at
“$4/share.” The analysts made only passing reference to “a federal investigation into a utility
lobbyist in Illinois,” which they described as merely a “potential overhang[].”
EXELON’S AND COMED’S CLASS PERIOD SEC FILINGS FAILED TO DISCLOSE

REQUIRED INFORMATION
126. In addition to making false and misleading statements, Defendants failed to disclose
mandatory material information in the annual report and quarterly reports filed with the SEC during
the Class Period.
127. Item 7 of SEC Regulation S-K required that Exelon’s and ComEd’s annual reports on
Form 10-K and quarterly reports on Form 10-Q contain “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” (“MD&A”). According to the SEC, MD&A is
intended to “‘give investors an opportunity to look at the [Company] through the eyes of
management by providing a historical and prospective analysis of the registrant’s financial condition
and results of operations, with a particular emphasis on the [Company’s] prospects for the future.’”
128. Pursuant to Item 303 of SEC Regulation S-K, 17 C.F.R. §229.30 (“Item 303”),
Exelon’s and ComEd’s Form 10-K and Form 10-Qs were required to “[d]escribe any known trends
or uncertainties that have had or that [the Company] reasonably expects will have a material
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favorable or unfavorable impact on net sales or revenues or income from continuing operations.” 17
C.F.R. §229.303(a)(3)(ii). Item 303 also required Exelon’s and ComEd’s Form 10-K and Form 10-
Qs to disclose events that would “cause a material change in the relationship between costs and
revenues” and “any unusual or infrequent events or transactions or any significant economic changes
that materially affected the amount of reported income from continuing operations and, in each case,
indicate the extent to which income was so affected.” 17 C.F.R. §229.303(a)(3)(i)-(ii).
(a) In violation of Item 303, the 2018 Form 10-K signed by Crane, Pramaggiore,
and Dominguez, and the 1Q19 Form 10-Q and 2Q19 Form 10-Q signed by Crane and Dominguez,
failed to disclose material trends, events, and uncertainties known to management that were
reasonably expected to have a material adverse effect on the Company’s resources and results of
operations, namely that: the Company faced substantial risk of criminal penalties due to the
Company’s changed strategy from legal lobbying to an eight-year illegal and undisclosed bribery
scheme, in which ComEd and senior executives were bribing Public Official A to secure favorable
Illinois legislation, including: (i) indirectly making undisclosed payments of more than $1.3 million
to associates of Public Official A, who did little or no work for ComEd; (ii) hiring and guaranteeing
thousands of hours to a law firm that was valuable and important to Public Official A; (iii) hosting
and participating in fundraisers for Public Official A with the expectation of influencing passage of
favorable legislation; (iv) hiring interns that were from Public Official A’s ward and recommended
by associates of Public Official A; and (v) appointing an associate of Public Official A to ComEd’s
Board of Directors at the request of Public Official A.
129. These known trends, events, or uncertainties were reasonably likely to have a material
unfavorable impact on Exelon’s and ComEd’s revenue and net income from continuing operations
by compromising the approval of proposed and future favorable legislation and/or subjecting Exelon
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or ComEd to substantial fines or other penalties, as reflected in the $200 million penalty the
Company agreed to pay as part of the DPA.
130. Item 105 of SEC Regulation S-K, 17 C.F.R. §229.105 (“Item 105”), specifically
required Exelon’s and ComEd’s Form 10-K and Form 10-Qs to provide “a discussion of the most
significant factors that make an investment in the registrant or offering speculative or risky.” In
violation of Item 105, the 2018 Form 10-K signed by Crane, Pramaggiore, and Dominguez, and the
1Q19 Form 10-Q and 2Q19 Form 10-Q signed by Crane and Dominguez, failed to discuss the
following significant factors that made investment in Exelon risky: that Exelon and ComEd faced
substantial risk of criminal penalties, and substantial risk that proposed and future favorable
legislation would be compromised, due to the Company’s changed strategy from legal lobbying to an
eight-year illegal and undisclosed bribery scheme, in which ComEd and senior executives were
bribing Public Official A to secure favorable Illinois legislation, including: (i) indirectly making
undisclosed payments of more than $1.3 million to associates of Public Official A, who did little or
no work for ComEd; (ii) hiring and guaranteeing thousands of hours to a law firm that was valuable
and important to Public Official A; (iii) hosting and participating in fundraisers for Public Official A
with the expectation of influencing passage of favorable legislation; (iv) hiring interns that were
from Public Official A’s ward and recommended by associates of Public Official A; and (v)
appointing an associate of Public Official A to ComEd’s Board of Directors at the request of Public
Official A.
131. Rather than disclose these factors, Defendants provided false and misleading risk
factors that concealed the true risks of investment in Exelon. See ¶¶104(e), 105(c), 112(c), 119(b).
132. Demonstrating that the stated risk factors were inadequate under Item 105 during the
Class Period, Exelon and ComEd added the following risk factors for the first time after the Class
Period ended, on February 11, 2020, in their annual report on Form 10-K for the period ending
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December 31, 2019: “The outcome of the U.S. Attorney’s Office . . . investigations cannot be
predicted and could subject Exelon and ComEd to criminal or civil penalties, sanctions or other
remedial measures,” and “[a]ny of the foregoing, as well as the appearance of non-compliance with
anti-corruption and anti-bribery laws, could have an adverse impact on Exelon’s and ComEd’s
reputation or relationship with regulatory and legislative authorities.”
133. Generally accepted accounting principles (“GAAP”), and specifically Financial
Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 450 (“ASC
450”), Contingencies, also required disclosures in the 2Q19 Form 10-Q signed by Crane and
Dominguez regarding the Company’s bribery scheme and potential loss exposure stemming from
civil, criminal, and financial penalties and consequences due to the misconduct. More specifically,
ASC 450 requires disclosure in the footnotes to the financial statements for material loss
contingencies and/or significant risk and uncertainties.18
134. Under ASC 450, disclosing a loss contingency is required when there is more than a
remote chance that a loss will be incurred. The threshold for disclosure of a loss contingency (as
opposed to a higher threshold for the accrual of a loss contingency) is very low – ASC 450 requires
disclosure only when the loss is “[r]easonably possible,” which is defined as, “[t]he chance of the
future event or events occurring is more than remote but less than likely.” Under ASC 450, the
disclosure shall indicate the nature of the contingency and an estimate of the possible loss or range of
loss or state that such an estimate cannot be made.
135. ASC 450 specifically addresses the disclosure of “pending or threatened litigation,”
stating that when “determining whether accrual and/or disclosure is required with respect to pending
18
ASC 450 (formerly Statement of Financial Accounting Standards No. 5, Accounting for Contingencies)
defines a loss contingency as “[a]n existing condition, situation, or set of circumstances involving uncertainty
as to [a] possible loss to an enterprise that will ultimately be resolved when one or more future events occur or
fail to occur.”
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or threatened litigation,” companies must consider: (i) “[t]he period in which the underlying cause
(i.e., the cause for action) of the pending or threatened litigation or of the actual or possible claim or
assessment occurred”; (ii) “[t]he degree of probability of an unfavorable outcome”; and (iii) “[t]he
ability to make a reasonable estimate of the amount of loss.” ASC 450 adds that:
With respect to unasserted claims and assessments, an enterprise must

determine the degree of probability that a suit may be filed or a claim or assessment
may be asserted and the possibility of an unfavorable outcome. . . . [A]n investigation
of an enterprise by a governmental agency, if enforcement proceedings have been or
are likely to be instituted, is often followed by private claims for redress, and the
probability of their assertion and the possibility of loss should be considered in each
case.
136. Here, the Company’s bribery scheme spanned eight years and included more than
$1.3 million in bribes, the retention of a law firm, the appointment of a board member, and hosting
fundraisers, all of which were intended to influence Public Official A. The bribery scheme resulted
in financial benefits to the Company that exceeded $150 million as a result of rate increases by
ComEd, as well as subsidies to be paid up to $2.35 billion to Exelon Generation. The bribery
payments, which the Company has admitted were carried out with the intent to influence and reward
Public Official A in his official capacity, were unlawful, and the Company was clearly on notice of
the criminal investigation as of the filing of the 2Q19 Form 10-Q. By that time, the Company had
received a subpoena (¶116); established a Board committee in connection with the subpoena (¶144);
had been advised of the nature of the criminal investigation (¶210); was aware of the raid of the
home of and had cut ties with the main outside lobbyist involved in the bribery scheme (¶¶138, 204);
was aware of the raid of the house of Kevin Quinn and payments made by outside ComEd lobbyists
to Kevin Quinn (¶¶115, 140); and was aware of the raid of the home of Zalewski – Associate 3 in the
DPA – regarding “efforts to get work for Zalewski at ComEd and the interactions between [Public
Official A], Zalewski and . . . McClain” (¶115). The civil, financial, and potentially criminal
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consequences for the illegal behavior made a future loss “more than remote,” thus satisfying the
standard for disclosure under ASC 450.
THE TRUTH BEGINS TO EMERGE
137. The truth about the Company’s bribery scheme emerged over the course of a series of
disclosures, causing declines in the price of Exelon common stock.
July 2019 Disclosures
138. After market close on July 18, 2019, the Chicago Tribune published a report
disclosing that “[t]he FBI ha[d] raided” the home of McClain, one of Exelon and ComEd’s top
lobbyists, in “mid-May” pursuant to a search warrant, which can only be obtained if federal law
enforcement “convince[s] a judge there is probable cause to believe a crime has been committed and
that evidence of that crime exists in the home.” The article reiterated that McClain was a long-time
lobbyist for ComEd and reported that “McClain was a point man in the discussions about major
ComEd and parent company Exelon legislation for decades. He retired as a lobbyist shortly after the
passage of legislation in December 2016 [FEJA] that raised electricity rates on Illinois residents and
businesses to help bail out a pair of Exelon’s nuclear power plants.”
139. After the news on July 18, 2019, the price of Exelon common stock declined from
$48.76 per share on July 18, 2019 to $47.57 per share on July 19, 2019, eliminating more than $1
billion in market capitalization for Exelon. Exelon’s 2.4% common stock price decline was four
times larger than the modest 0.6% decline in the S&P 500 Index on the same day.
140. On July 24, 2019, the Chicago Tribune reported that, according to “[r]ecords obtained
by the Tribune,” $10,000 worth of checks were sent to Quinn, a “former top [Public Official A]
lieutenant” and that “[t]he checks came from accounts linked to five current or former lobbyists for
utility giant ComEd, including . . . McClain.” The Chicago Tribune article further reported, “[t]he
FBI is looking at the checks as part of an ongoing investigation, a source with knowledge of the
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probe told the Tribune.” The article detailed the following payments made from lobbyists connected
to ComEd:
 Four $1,000 checks dated September 2018, January 2019, February 2019, and March
2019 to Kevin Quinn from the firm of John Bradley, a former state representative
and “now a registered lobbyist for ComEd.”
 Two $1,000 checks dated January 2019 to Kevin Quinn from Cornerstone
Government Affairs, where “ComEd is a Cornerstone client.”
 One $1,000 check dated December 2018 to Kevin Quinn from the lobbying firm of
Tom Cullen, a former Public Official A political director and “a former ComEd
lobbyist.”
 One $2,000 check dated January 2019 to Kevin Quinn from the lobbying firm of
Michael Alvarez, “a City Hall lobbyist for ComEd.”
 One $1,000 check dated January 2019 to Kevin Quinn from Michael McClain.
Another $1,000 check was sent to Kevin Quinn from an unnamed businessman, with
“McClain” written in the memo line.
141. The same morning, July 24, 2019, Crain’s published an article that discussed the
payments similar to the report published by the Chicago Tribune and also discussed the connection
between political contributions to Public Official A and the financial benefits of Exelon and
ComEd’s legislative successes:
ComEd and its parent company, Exelon, are perhaps the most politically
potent business interests in Illinois. Both donate substantial sums to political
campaigns and have employed many former lawmakers and others close to [Public
Official A] as lobbyists and consultants.
In recent years, [Public Official A] has provided immense help to Exelon,

first by shepherding through ComEd’s $2.6 billion smart-grid law in 2011 over the
veto of Democratic Gov. Pat Quinn. That act has led to substantial rate hikes to
finance ComEd’s grid modernization program and a regulatory rate-setting system
that enables the utility to change rates annually via a formula with limited regulatory
oversight.
In 2016 [Public Official A] helped usher through a ratepayer-funded bailout

for two nuclear plants Exelon had threatened to close. That was one of the only
measures [Public Official A] and Republican Gov. Bruce Rauner agreed on during
Rauner’s single term. The bailout provides Exelon with more than $200 million in
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additional revenue each year and costs the average Illinoisan an extra $2 or so per
month on their electric bill.
142. After the news on July 24, 2019, the price of Exelon common stock fell from a close
of $46.36 on July 23, 2019 to a close of $45.48 on July 24, 2019, eliminating more than $850 million
in market capitalization for Exelon, even on a day when the S&P 500 Index increased.
143. Although the July 2019 disclosures partially revealed misconduct and an investigation
connected to certain of the Company’s outside lobbyists and Public Official A, Defendants’ false and
misleading statements continued to conceal the bribery scheme, the scope and extent of the
misconduct, the direct involvement of the Company and its senior executives, and that the Company
was facing a criminal investigation that exposed it to significant criminal penalties and substantial
risks to its legislative agenda.
October 2019 Disclosures
144. On October 4, 2019, ComEd filed a Form 8-K with the SEC disclosing that Marquez
had retired two days earlier. On October 9, 2019, Exelon and ComEd filed a Form 8-K with the
SEC stating that Exelon and ComEd had “received a second grand jury subpoena from the U.S.
Attorney’s Office for the Northern District of Illinois that requires production of records of any
Attorney and any resulting actions that may be required or recommended.”
145. After market close on October 15, 2019, Exelon issued a press release announcing the
sudden “retirement” of Pramaggiore from both her role as the CEO of Exelon Utilities and as Vice
Chairman of the ComEd Board of Directors, “effectively immediately.” The next day, October 16,
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2019, the Chicago Tribune published a report titled, “Exelon Utilities CEO Anne Pramaggiore
abruptly retires amid federal probe into Illinois lobbying,” which stated that the “announcement of
Pramaggiore’s retirement came less than a week after Exelon and ComEd acknowledged they had
received a second subpoena” from federal investigators.
146. The Chicago Tribune also reported “[a] source with knowledge of the investigation
told the Tribune that Pramaggiore is one focus of the ongoing federal probe” and that Pramaggiore
declined an interview request “through a spokesman at a crisis communications firm.” The article
added, “Pramaggiore, who also was senior executive vice president, was a key player in ComEd’s
success over the years in Springfield. Exelon and ComEd employ one of the largest lobbying
contingents at the Capitol and historically are among the biggest campaign contributors to state
lawmakers.”
147. Analysts following Exelon quickly reacted to the news:
(a) On October 16, 2019, analysts from Evercore ISI issued a report stating that
they were “concerned about exposure to an ongoing federal criminal investigation into political
corruption in IL.” In addition, the analysts now highlighted the direct risk to the Company from the
investigation, stating, “[t]he sudden departure of Pramaggiore after EXC [Exelon] disclosed
receiving a second subpoena from the U.S. Attorney’s office six days ago cannot be interpreted in
any other way [than] being directly related to each other, meaning the risk that ComEd/EXC are not
just being asked to supply information to the investigation but could also be under scrutiny for
criminal behavior is now heightened.” The analysts added that “[i]nvestors should also note that
ComEd’s franchise agreement with the city of Chicago is set to expire at YE ‘20 and needs to be
renewed, which poses another risk.”
(b) On October 16, 2019, analysts from Morningstar Equity Research issued a
report titled, “Exelon Utilities: Abrupt Executive Departure Turns Investor Focus to Federal Probe.”
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The analysts reported that Pramaggiore “abruptly resigned Oct. 15” and noted that “[d]uring her
tenure, [Pramaggiore] played a key role in lobbying for key regulatory changes in the state, among
them the 2011 smart-grid law that supported nearly $3 billion in grid modernization capital
investments.” The analysts expressed “concern” about Pramaggiore’s departure and similarly noted
the risk to Exelon from the investigation, adding, “Pramaggiore’s abrupt departure suggests her
resignation was due to her time at ComEd,” and “Exelon’s exposure to both political and regulatory
damage from the federal corruption probe may be higher than previously believed and could be a
huge setback given the recent improvement in Illinois’ regulatory environment.”
(c) On October 16, 2019, SPG Global published an article titled “Exelon Utilities
CEO resigns as Illinois lobbying probe intensifies.” The article reported that “Mizuho Securities on
Oct. 16 issued a research report stating that if Exelon lobbyists or executives are indicted, legislative
proposals to compensate nuclear plants and extend Commonwealth Edison’s formula rate plan
would likely not be adopted in the regular session in January 2020.”
(d) On October 17, 2019, analysts from Morgan Stanley issued a report stating
that “[y]esterday, following the news about Pramaggiore’s early retirement the night before, EXC’s
stock underperformed the group by 5%” and stated that “the resignation of two senior ComEd
executives in a short period of time, coincident in time with the federal investigation of various
persons in Illinois, is in our view concerning.” In outlining the risks associated with the federal
investigation, the analysts highlighted that potential damage could include “a degradation in the
relationship between the company and legislators and regulators in Illinois.” The analysts noted that
Exelon was seeking 2019 legislation that would allow its nuclear plants to enter into long-term
capacity contracts that “would add $4/share in value,” but noted that was at risk because “[i]t is
possible that an unfavorable outcome of the of the federal investigation” could “reduce or eliminate
the chances of such legislation passing.” Moreover, the analysts said, “there is a possibility of the
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legislature passing an extension of the current utility rate construct, in which an unfavorable
investigation outcome could have a similar ‘chilling effect’ on such legislation.”
148. After the news on October 15-17, 2019, the price of Exelon common stock declined
from $47.06 per share on October 15, 2019 to $44.91 per share on October 16, 2019 and to $44.06
per share on October 17, 2019, eliminating approximately $2.9 billion in market capitalization, even
149. On October 18, 2019, analysts from SunTrust Robinson Humphrey cut their price
target by 8%, noting that “[t]he legal issues in IL have created uncertainty around the following: (1)
the potential passage of new legislation that EXC [Exelon] has been supporting; (2) the IL legislative
change to Com Ed [sic] formula rates . . . ; and (3) the passage of Zero Emission Credit (ZEC)
legislation in IL in 2016.”
150. Investigative journalists continued to confirm that ComEd and its employees were
targeted in the investigation in the following days. For example, on October 18, 2019, WBEZ
Chicago published an article titled, “Source Feds Focus On Clout Hires at ComEd, Leader of
Chicago’s City Club.” The article stated that “[f]ederal investigators are looking into allegations that
Commonwealth Edison hired multiple politically connected employees and consultants in exchange
for favorable government actions, including electricity rate increases, WBEZ has learned. A source
involved in the investigation said authorities believe many of the clout hires at the state’s largest
electric utility got paid but did little or no work, and some of them have ties to [Public Official A].”
The article added that “agents investigating those hires are also probing the role played by Jay
Doherty, a longtime lobbyist for ComEd and president of the City Club of Chicago, the source said.”
151. WBEZ Chicago noted that “ComEd depends on Springfield lawmakers and regulators
for permission to increase electricity rates for its more than 4 million Illinois customers” and
highlighted the departures of Pramaggiore and Marquez, as well as the departure of “John Hooker
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[as an external] lobbyist [for] ComEd.” The article noted the negative impact on Exelon’s stock
price from the revelation that the Company’s employees were under investigation, stating, “[t]he
federal probe and Pramaggiore’s exit this week already had shaken investor confidence in Exelon –
and caused a dip in the company’s stock price. The Chicago based company, which trades on the
NASDAQ exchange, fell 2 percent Thursday [October 17, 2019] to a little over $44 a share. That
was its lowest level since December.”
152. The following week, on October 21, 2019, the Chicago Tribune reported that a
subpoena and search warrant had been executed at the City Club of Chicago, where Doherty was
President. The article reported that the subpoena and search warrant were “executed in mid-May,
[and] requested information about several ComEd officials, including Anne Pramaggiore, a source
said.” The article added that “[t]wo other longtime ComEd lobbyists – John Hooker and Fidel
Marquez – are also named in the subpoena and search warrant, a source said.”
153. On October 24, 2019, Crain’s published an article again discussing the financial risk
of the new legislation not passing, saying that “[i]f a legal cloud hovering over Exelon persists, state
legislation bailing out more of the company’s nuclear power plants and extending highly generous
regulatory treatment for its Commonwealth Edison utility isn’t likely to pass when state lawmakers
reconvene next year, either.” Crain’s noted that “[a]ny threat to Exelon’s legislative clout worries
Wall Street. The Oct. 15 retirement of Anne Pramaggiore, CEO of Exelon’s regulated electric
utilities, sent Exelon stock tumbling more than 6 percent.” The article added that the investigation
might make the Governor less likely to support the legislation: “In a statement, a spokeswoman
makes it clear that the subpoenas got Pritzker’s attention. ‘Given the current federal investigation,
it’s more important than ever to ensure that the public has confidence in any energy proposals that
move through the legislature.’”
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154. On October 31, 2019, Exelon and ComEd each separately filed the same combined
quarterly report on Form 10-Q for the quarter ending September 30, 2019 (“3Q19 Form 10-Q”). The
3Q19 Form 10-Q disclosed that, in addition to the subpoenas from the U.S. Attorney’s Office for the
Northern District of Illinois, “[o]n October 22, 2019, the SEC notified Exelon and ComEd that it has
also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully
and intend to continue to cooperate fully and expeditiously with the U.S. Attorney’s Office and the
SEC. Exelon and ComEd cannot predict the outcome of the subpoenas or the SEC investigation.”
155. Also on October 31, 2019, the Company hosted a conference call to discuss its 3Q
2019 results, during which Defendant Dominguez acknowledged their practices would need to
change in light of the investigation stating “certainly, we’ll have learnings as a consequence of it.”
In the same call, Defendant Crane acknowledged the financial impact if the legislation did not pass,
which could require Exelon to close its Illinois nuclear plants stating, “[w]e’re working on
legislation that would either secure the other 4 sites in the state through the FRR process or we’ll
shut those plants down.” He later added, “[i]f, for some reason, we don’t garner support as a
coalition in a large group of stakeholders to go forward with the legislation, by what we see in the
market forwards today, plants will start to shut down. That’s the reality if something doesn’t happen
in the spring.”
156. In response to Crane’s perceived threat to close the plants and cost state jobs, the
Governor’s office responded: “‘If companies under a federal microscope believe it’s appropriate to
make threats to get their way, they need to recalibrate their thinking and how they deal with this
administration. The governor’s priority is to work with principled stakeholders on clean energy
legislation that is above reproach.’”
157. Later in the day, Crain’s published an article titled, “Another federal probe of Exelon:
This time, it’s the SEC,” which noted that the SEC investigation “may not be confined to Illinois.”
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In addition, referencing the Governor’s office’s statement, the Crain’s article stated that “[t]he
investigations of the company were noted by a spokeswoman for Gov. J.B. Pritzker, who responded
negatively to [Defendant] Crane’s threat issued on the earnings call that Exelon would close four
Illinois nuclear plants if the state doesn’t pass legislation in the spring to provide more ratepayer
money to the financially pressured facilities.”
158. After the news on October 31, 2019, the price of Exelon’s common stock declined
from a close of $46.66 on October 30, 2019 to a close of $45.49 on October 31, 2019, eliminating
more than $1 billion of market capitalization on a day when the S&P 500 Index remained relatively
flat.
159. On October 31, 2019, analysts from SunTrust Robinson Humphrey issued a report
titled, “Reducing 2019-2020 Estimates.” The report stated that “the Illinois investigation related to
the company’s lobbying activities in the state remains an overhang. In addition to the grand jury
subpoenas from the US Attorney’s office in Illinois, the company disclosed that the SEC has also
opened up an investigation.”
160. Confirming the negative financial impact of the investigation into the bribery scheme,
on November 6, 2019, Energy News reported that the “federal probe is widely seen to have
torpedoed the bill’s chances in a six-day veto session concluding next week, and cast doubt on its
chances in next year’s regular session.”
POST CLASS-PERIOD EVENTS
161. On February 11, 2020, Exelon and ComEd each separately filed the same combined
annual report on Form 10-K for the year ending December 31, 2019 (“2019 Form 10-K”). Unlike
Exelon’s and ComEd’s filings during the Class Period, which failed to disclose the risks of the
bribery scheme and criminal investigation, the 2019 Form 10-K warned investors that the criminal
investigation “could subject Exelon and ComEd to criminal or civil penalties, sanctions or other
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remedial measures.” In addition, it also warned investors for the first time that such investigations,
penalties, and sanctions, or even “the appearance of non-compliance with anti-corruption and anti-
bribery laws, could have an adverse impact on Exelon’s and ComEd’s reputation or relationship with
regulatory and legislative authorities, customers and other stakeholders, as well as their consolidated
financial statements.”
162. On March 2, 2020, Crain’s published an article titled, “Pritzker recruits former utility
nemesis for help on state energy bill,” which reported that the Illinois Governor had hired a former
ICC chairman “to advise on legislation to advance more clean-energy development in Illinois.” The
article explained that the former chairman had led then-Governor Quinn’s efforts to veto EIMA in
2011 and that his hiring “gives Pritzker some credibility in his pledge that the comprehensive energy
bill he wants the Legislature to take up this spring won’t be a sop to the formerly clout-heavy
ComEd and its parent, Chicago-based Exelon. ComEd is under the microscope over its lobbying
tactics and allegations of favor-trading and improper hiring in a wide-ranging federal probe of
corruption in Springfield and local governments around Illinois.”
163. On July 17, 2020, Exelon and ComEd filed a Form 8-K disclosing that ComEd had
entered into the DPA. The Form 8-K stated, “Under the DPA, the USAO will file a single charge
alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments
associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of
Representatives and the Speaker’s associates, with the intent to influence the Speaker’s action
regarding legislation affecting ComEd’s interests.”
164. As noted, ComEd is a controlled subsidiary of Exelon, and Exelon also filed the Form
8-K attaching the DPA as an exhibit. The DPA stated that it was agreed to “pursuant to authority
granted by the Board of Directors of Exelon.” Thus, the DPA provided admissions on behalf of
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ComEd and Exelon (i.e., the Company). More specifically, the DPA stated the Company agreed that
“the facts alleged in the Information and described in the Statement of Facts are true and accurate.”
165. The DPA was signed by Exelon’s Executive Vice President for Compliance and
Audit, who attested that he had “carefully reviewed the terms of this Agreement with the Exelon
Corporation . . . Board of Directors,” that he had “caused outside counsel for ComEd and Exelon to
advise the Exelon Board of Directors fully of the rights of ComEd, of possible defenses, of the
Sentencing Guidelines’ provisions, and of the consequences of entering into the Agreement,” and
that he “voluntarily agree[d], on behalf of ComEd, to each of its terms.” The DPA bound ComEd to
pay $200 million and institute remedial policies and practices including compliance testing, training,
internal reporting, and discipline, and also required ComEd to cooperate with, and provide periodic
reports to, the federal prosecutors.
166. Pursuant to the DPA, on July 17, 2020, the U.S. Attorney’s Office for the Northern
District of Illinois filed an Information charging ComEd with bribery in violation of 18 U.S.C.
§666(a)(2). Reflecting the admitted facts in the DPA, the Information charged that ComEd
“corruptly gave, offered, and agreed to give things of value, namely, jobs, vendor subcontracts, and
monetary payments associated with those jobs and subcontracts, for the benefit of Public Official A
and Public Official A’s associates, with the intent to influence and reward Public Official A, as an
agent of the State of Illinois.”
167. In an Exelon release issued on July 17, 2020, Defendant Crane stated that Exelon had
conducted an investigation, and “[w]e concluded from the investigation that a small number of
senior ComEd employees and outside contractors orchestrated this misconduct, and they no longer
work for the company.” Further confirming that Defendant Pramaggiore’s and Marquez’s
“retirements” were actually terminations, the Chicago Sun-Times reported later that day that, during
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an interview, Crane stated, “‘We have taken all the corrective actions that we can against anybody
that was orchestrating this. They are no longer with ComEd.’”
168. Notably, Defendant Crane never said whether his conduct was the subject of the
Company investigation, which appeared to focus on those reporting to him. Moreover, the article
reported that Pramaggiore, who Crane was clearly referring to as an individual that “orchestrated”
the “misconduct” and no longer worked for the Company, pushed back on any notion that she or any
ComEd employees acted unilaterally or without knowledge of Exelon’s or ComEd’s senior
executives. Pramaggiore reported directly to Crane and a spokesperson for her issued a statement to
the media addressing the allegations of bribery payments, saying, “‘During her tenure, she and other
current and former ComEd and Exelon executives received, evaluated and granted many requests to
provide appropriate and valuable services to the companies, none of which constitute unlawful
activity.’”
169. On July 21, 2020, Crain’s published an article calling for Crane to be removed as
CEO, stating that “Crane also deserves to lose his job for presiding over corruption on a breathtaking
scale during eight years atop the parent company of Commonwealth Edison. The facts set forth in
the deferred prosecution agreement and criminal information unveiled on Friday describe a
multiyear bribery campaign by top ComEd officials seeking state legislation essential to Exelon’s
business strategy.” After noting that Pramaggiore “orchestrated the hiring of [Public Official A’s]
pals as lobbyists and lawyers,” the article added, “[t]his was no penny-ante kickback scheme by low-
level purchasing agents. The allegations – which ComEd doesn’t dispute – outline a continuous
campaign of corruption carried out by senior executives, including one of Crane’s direct reports. In
short, the corruption took place not merely on Crane’s watch but under his nose.” The article further
noted that “[a]s Exelon’s largest utility, it couldn’t be more important to Crane’s goal of building up
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utility operations” and that Crane “serves as a ComEd director, responsible for monitoring top utility
execs.”
170. On July 27, 2020, the Chicago Sun-Times published an article titled, “To keep
franchise, ComEd must reform, Lightfoot warns.” The article stated that Chicago Mayor Lori
Lightfoot “delivered a shape-up-or-else ultimatum in a letter she emailed to [the] ComEd CEO.”
The article noted that the letter stated Mayor Lightfoot was “‘deeply disturbed’” by ComEd’s
admissions and that she found “‘the company’s response thus far to this clearly unethical behavior to
be inadequate.’” To renew the franchise, the letter said, “‘the City expects the company to
implement (1) a comprehensive ethics reform plan that rebuilds trust with the City, its residents and
its businesses, and (2) my administration’s policy priorities around energy and sustainability,
equitable economic development, utility affordability and transparency.’” According to the Chicago
Sun-Times, the letter demanded “‘a significant commitment from the company to right historic
wrongs.’”
171. Two days later, on July 29, 2020, the ICC held a hearing to address ComEd’s
admitted conduct in the DPA. During the hearing, ICC commissioners emphasized the negative
impact the Company’s bribery scheme had on its relationships with regulators, stating, for example,
that the ICC “must hold ComEd accountable under the Public Utilities Act and all relevant
regulatory mechanisms” and that the ICC “will not be rubber-stamping ComEd’s ethics policies.” In
responding to questions from the commissioners about the Company’s policy changes following the
bribery scheme, Exelon’s Executive Vice President of Compliance recognized the pervasiveness of
the scheme, saying, “[t]his was a huge mess. We are making some correspondingly huge changes in
our compliance controls.” He later added, “[w]e realize that there is a significant public trust deficit.
There is a – and in some ways, the most important cost to us of this episode.”
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172. Also during the hearing, Defendant Dominguez said that “ComEd has admitted the
misconduct” and that “[t]here are no excuses for our conduct.” Media reported that a commissioner
raised a concern that customers would ultimately pay the $200 million criminal penalty through rate
increases, but Defendant Dominguez said the cost would be borne by shareholders. Specifically,
Dominguez said it “will be paid from cash Exelon has on hand and will be repaid by ComEd to
Exelon as its shareholder out of profits that ComEd otherwise would have earned,” the result of
which “is that neither the cash nor equity position of ComEd will be changed, and all of the funds
will have come from the shareholder, Exelon.”
quarter 2020 results. In his opening remarks, Crane seemed to acknowledge that investors and
legislators had been misled by Defendants’ prior statements, stating “We’re extremely disappointed
in the seriousness of the past misconduct, and we know many stakeholders understandably feel the
same disappointment. We have – you have our commitment that we will take every possible step to
earn back the confidence and trust we have lost with others. This will not happen overnight and it
will be a formidable task, but we are resolved to get there.” When asked whether the DPA would
impact proposed legislation, Crane answered, “[t]here’s an obvious issue that trust has been eroded.
Although it’s isolated to ComEd, it has effect on all the entities. And so there’s been a lot of press
reporting and there’s been some disappointed stakeholders and is rightfully so. And so our job is to
rebuild the trust of those that we serve.”
174. Crane essentially admitted the Company Code of Conduct had not been followed and
that they had not been monitoring compliance, stating, “We apologize for what went on. We had a
code of conduct that clearly defined the behaviors, but it wasn’t enough. And so we’ve put controls
in place to ensure it will never happen again. And we have to work with stakeholders, not only
legislative and elected folks, but our customers and our other stakeholders and the communities that
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we serve to rebuild that trust.” Crane acknowledged the negative impact from the scandal, stating,
“[t]his is the most unfortunate thing to happen, not just because of time, it’s because of trust. And
it’s because of a small amount of individuals making decisions that should not have been done, and
it shouldn’t have gone undetected.”
175. On August 4, 2020, the Chicago Sun-Times published an article explaining how the
investigation hindered the favorable legislation sought by Exelon from passing. The article reported
“we are told by legislators and environmental advocates, the Pritzker administration last month
quietly and without explanation indefinitely ‘paused’ the efforts of legislative working groups that
were hammering out final details of the bill,” adding that “Illinois lawmakers had a chance to pass
energy legislation last summer, but put off a vote until spring, likely because they couldn’t predict in
what direction the federal investigation into ComEd might go. Nobody wanted to sign on to a bill
that might later be tainted by a scandal involving high-powered lobbyists.” The article also
acknowledged that Exelon’s inability to continue its bribery scheme lessened its ability to pass
favorable legislation, stating, “the scandal has pushed ComEd’s vaunted Springfield lobbying
operation to the sidelines, meaning lawmakers won’t be feeling the usual intense pressure tactics as
they attempt to draw up and vote on a progressive new energy bill.” In fact, the article reported,
“[t]he Illinois Clean Jobs Coalition is expected to announce Wednesday that the draft Clean Energy
Jobs Act has been revised to include ‘utility accountability rules,’ such as ending formula rates,
which have allowed companies like ComEd to raise prices without going before the Illinois
Commerce Commission. Such rules would seem essential given that many of the reforms to which
ComEd has agreed as part of the deferred prosecution agreement involve self-policing.”
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ADDITIONAL SCIENTER ALLEGATIONS
The Individual Defendants Controlled the Company’s Messaging to the Investing Public
176. In Crane’s roles as CEO of Exelon and Chairman of ComEd, Von Hoene’s role as
CSO of Exelon, Pramaggiore’s roles as CEO of Exelon Utilities and Vice Chairman of ComEd, and
Dominguez’s role as CEO and a Director of ComEd, the Individual Defendants were able to, and
did, determine the content of the various SEC filings and other public statements pertaining to
Exelon and ComEd during the Class Period. Crane, Pramaggiore, and Dominguez signed Exelon
and ComEd’s combined annual report filed with the SEC, and Crane and Dominguez signed Exelon
and ComEd’s combined quarterly reports filed with the SEC. See ¶¶103, 112, 119. Crane, Von
Hoene, and Pramaggiore attended conference calls and spoke on behalf of the Company prior to and
throughout the Class Period. See ¶¶51, 73, 78, 84, 101, 111, 118.
177. Further, the Individual Defendants participated in the drafting, preparation and/or
approval of such public statements and were provided with copies of the documents alleged herein to
be false and misleading prior to or shortly after their issuance and had the ability and/or opportunity
to prevent their issuance or cause them to be corrected. Accordingly, the Individual Defendants
were responsible for ensuring the accuracy of the public reports and releases detailed herein and for
verifying that the facts supported the statements and there were no material omissions, and they are
therefore liable for the misrepresentations and omissions therein.
178. During their time as directors or senior executive officers of Exelon (Crane,
Pramaggiore, and Von Hoene) and ComEd (Crane, Pramaggiore, and Dominquez), the Individual
Defendants were privy to confidential and proprietary information concerning Exelon, ComEd, and
the companies’ legislative agenda, efforts to pass Illinois legislation, and Illinois lobbying activities.
Each of them also (i) had access to, inter alia, internal corporate documents, conversations with
corporate officers, employees, and internal and external lobbyists; (ii) attended management and
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Board meetings and committees thereof; and (iii) reviewed reports and other information provided to
them in connection therewith. Because of their possession of such information, each of them knew
or recklessly disregarded that the adverse facts specified herein had not been disclosed to, and were
being concealed from, the investing public.
The Individual Defendants Were Directly Involved in the Bribery Scheme
179. A strong inference of scienter is further supported by the Individual Defendants’
statements admitting their direct involvement and monitoring of the Company’s lobbying efforts as
well as in their participation in the bribery scheme through the hosting of fundraising events for
Public Official A.
180. First, since at least 2014, Defendants Crane and Pramaggiore personally hosted and
participated in the annual campaign fundraising events, described above, with McClain for the
benefit of Public Official A. ¶¶69-71. More specifically, the events were reportedly “put together
by a combination of ComEd and Exelon,” and, in presumably an attempt to increase the pressure
upon employees to contribute, the invitations “were worded as being direct from the desk of Exelon
CEO Chris Crane.” Crain’s published portions of the 2017 and 2018 invitations, both of which
begin with “Chris Crane cordially invites you to a reception.” Crain’s described the events as
“command performances” and as Exelon and ComEd going to “unusual lengths” to ingratiate with
Public Official A. Crain’s reported that one source said, “I went because I understood it was part of
the process.”
181. As discussed, Defendant Pramaggiore and Public Official A formed the receiving line
at the events, and Defendant Crane and Public Official A spoke at the events, which raised
significant funds for Public Official A. According to Crain’s, “campaign disclosure reports indicate
that in weeks surrounding the September 27, 2018 event, Exelon, ComEd, company officials and
registered company lobbyists donated at least $59,000 to the Democratic Party of Illinois, with
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another $37,000 going to [Public Official A’s] personal . . . campaign committee.” For example,
according to campaign disclosure reports, Exelon donated $11,100 to Public Official A’s campaign
committee and $22,200 to the Democratic Party of Illinois on October 4, 2018. Likewise, ComEd
donated $22,200 to the Democratic Party of Illinois on October 26, 2018.
182. According to Exelon’s Contributions Guidelines, “[t]he Exelon CEO [Crane]” was
the only person “authorized to contribute up to $10,000” for Exelon to “candidates and candidate
political committees” and up to $50,000 to a political party. Similarly, the “ComEd CEO
[Dominguez]” was the only person authorized to make the same contributions for ComEd. For any
contributions above those limits, “[t]he Exelon CEO [Crane] and Lead Director must approve” the
contribution. Thus, pursuant to those policies, Crane must have authorized the $22,200 payment and
$11,100 payment on October 4, 2018, and Dominguez must have authorized the $22,200 payment on
October 26, 2018.
183. Defendants and key participants in the bribery scheme also made personal
contributions in connection with the events. For example, campaign disclosure reports indicate that
Crane, Von Hoene, Pramaggiore, Dominguez, and Marquez all donated to the Democratic Party of
Illinois just days following the November 20, 2017 event, with Pramaggiore donating $2,000 on
November 21, 2017, Dominguez donating $2,000 on November 21, 2017, Marquez donating $2,000
on November 21, 2017, Crane donating $5,000 on November 29, 2017, and Von Hoene donating
$2,000 on November 29, 2017.
184. Second, the Individual Defendants have long been directly involved in the
Company’s efforts to secure the passage of favorable legislation in Illinois, which goes through
Public Official A. For example:
(a) According to a June 10, 2020 article by Crain’s, Defendant Von Hoene was
“viewed within the company as Crane’s right-hand man and an architect of the legislative and
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regulatory strategies key to Exelon’s earnings growth over the past few years.” Among Von
Hoene’s “signature accomplishments” cited by Crain’s was the “ratepayer subsidies” (the reported
$2-$4 surcharge to customers, (¶¶82, 141) secured through FEJA in Illinois. The article also noted
that “Von Hoene is viewed as an important player in Exelon’s ongoing efforts to win more
assistance in Illinois for nukes that aren’t subsidized.” Significantly, according to a December 20,
2019 report by Crain’s, at a “late 2016 party to mark [McClain’s] retirement as a lobbyist and to
celebrate the passage of [FEJA],” Von Hoene, “according to one person who was there” told
McClain that he had “‘saved us more than hundreds of millions.’” In addition, in a January 9, 2017
email obtained pursuant to a FOIA request submitted to the Illinois House of Representatives, a
ComEd employee sent McClain a spreadsheet showing invitation acceptances for a “Mike Dinner,”
which McClain forwarded to Public Official A’s Chief of Staff, saying, “[h]ere are the acceptances
for the January 17th dinner now.” Among those indicated as “attending” were Public Official A,
Defendant Von Hoene, Fidel Marquez, and John Hooker.19
(b) According to a May 8, 2018 Crain’s article, Defendant Dominguez
“spearheaded [Exelon’s] successful lobbying campaigns to hike electricity bills in order to subsidize
financially ailing nuclear plants in New York and Illinois.” Indeed, in his role from 2012 to 2018 as
Exelon’s Senior Vice President of Governmental and Regulatory Affairs and Public Policy,
Dominguez was the head of Exelon’s legislative and lobbying strategies. In May 2016, when
Crain’s published an article questioning whether Exelon lobbyists were providing incomplete
information to Illinois lawmakers about the state of Exelon’s nuclear plans leading up to FEJA, it
was Dominguez who spoke directly to and defended the Company’s lobbyists’ communications:
19
Defendant Dominguez was also listed as invited to the event, but had not yet responded. It appears that
Defendant Pramaggiore had a role in sending the invitations since a noted response from an invitee said,
“Anne, Thanks for the invitation . . . .”
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“Asked whether Exelon is being misleading in its lobbying materials, Dominguez says the
company’s lobbyists make clear that the slide claiming every nuke will suffer losses isn’t to be taken
literally. ‘That’s not the context in which we’ve been presenting that material,’ he says. ‘We’re
very clear with lawmakers when we’re deriving these numbers.’” And, nine days before the Illinois
House of Representatives voted in favor of FEJA, Dominguez spoke to the Chicago Tribune about
his and the Company’s lobbying efforts to get the bill passed, saying, “[t]he next week is going to be
about seeing whether we could resolve differences of view on those more controversial elements of
the bill and bring more proponents to the bill.”
(c) As discussed, Defendant Pramaggiore was “a key player in ComEd’s success
over the years in Springfield” and was credited with playing a significant role in converting Public
Official A from an Exelon and ComEd opponent to a supporter and securing the passage of EIMA.
¶¶78, 146. Crain’s also attributed the Company’s legislative wins to her, reporting in May 2018 that
“[u]nder Pramaggiore, ComEd also won important benefits in the 2016 state law [FEJA] that
subsidized Exelon’s Illinois nukes.” After her termination in October 2019, the Chicago Tribune
reported that EIMA and FEJA represented “considerable success[es]” for Exelon and ComEd and
that “[t]hose wins took place under Anne Pramaggiore.” In addition, reporting by WBEZ Chicago in
a November 21, 2019 article described her close relationship with McClain and the importance of
lobbying at the Company. The article reported: “Pramaggiore had organized a party in McClain’s
honor in late 2016, shortly after he announced his retirement as a lobbyist, said one source who
attended the event and asked for anonymity because they were not authorized to speak publicly
about it.” The article added that “the private company event for McClain was attended by about 50
people” and “was part of a larger celebration to commemorate passage of Exelon and ComEd’s top
Springfield priority in 2016, legislation known as [FEJA].”
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185. Third, Crane, Von Hoene, Pramaggiore, and Dominguez held themselves out to
investors and the market as the persons directly involved in, and most knowledgeable about, the
Company’s efforts to secure the passage of favorable legislation in Illinois. Their repeated
statements leading up to and during the Class Period demonstrate knowledge of the topics on which
they spoke, including Exelon and ComEd’s Illinois legislative efforts, and how the Company was
able to “persuade policymakers” on favorable legislation and “crawl out” of disfavor with Public
Official A. See ¶¶72-86, 102, 111, 118, 206. In addition, Von Hoene made repeated public
statements regarding Exelon’s Illinois legislative strategy immediately prior to and after the bribery
scheme. During a May 12, 2010 earnings call, reflecting his personal involvement and knowledge in
the failed legislative proposal using legitimate lobbying efforts (¶51), Von Hoene stated that the
proposal “was done by us by invitation from the highest leadership in the Illinois legislature” and
added that “we met with legislative leaders,” “[w]e put together [a] package,” and “[w]e socialized it
very carefully with all the stakeholders, regulatory and legislative.” But, as Von Hoene explained,
“when it became apparent that there wouldn’t be sufficient political support . . . we withdrew the
proposal.”
186. Then, after ComEd shifted from legal lobbying activities to begin the illegal bribery
scheme, Von Hoene began to brag about the legislative successes that contrasted with the prior
failures. For example, during an earnings call on September 6, 2011, Von Hoene touted that EIMA
“has passed the House and Senate in Illinois” and “has the support of all four of the legislative
leaders.” He added that “[w]hile we expect the governor [Quinn] will veto that bill, we are gearing
up for an override of that veto and are hopeful that we will be able to – we were very close to a veto-
proof vote at the time the bill was passed and are trying to garner extra support for that, for the veto
sessions, which are late October and early November.” Similarly, in August 2016, Von Hoene
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praised Pramaggiore’s efforts in securing EIMA, stating that “Anne [Pramaggiore] and her team
have done a phenomenal job in getting that legislation [EIMA] passed and also executing on it.”
187. The Individual Defendants’ direct involvement in raising campaign funds for Public
Official A, hosting and participating in events directly with Public Official A and McClain, engaging
in and speaking directly about Exelon and ComEd’s legislative efforts with Public Official A and the
Illinois General Assembly, and appointing a board member with the intent to influence Public
Official A (see infra) further support a strong inference of scienter.
The Suspicious Appointment of Ochoa to the Board Supports a Strong Inference of

Scienter
188. Defendants Crane, Pramaggiore, and Dominguez were directly involved in ComEd
Board appointments, including Ochoa. In 2012, Crane was appointed Chairman and Pramaggiore
was appointed Vice Chairman of the ComEd Board of Directors.
189. In 2018, Dominguez was also appointed as a Director of ComEd. ComEd’s Bylaws
provided the Board the power to (i) increase the number of directors on the Board and (ii) fill any
vacancy caused by an increase by majority vote.
190. The DPA admits that, during Defendants Crane’s, Pramaggiore’s, and Dominguez’s
time as Chairman, Vice Chairman, and Director on the ComEd Board of Directors, ComEd
“appointed [Ochoa]” to the ComEd Board of Directors “in part, with the intent to influence and
reward Public Official A in connection with Public Official A’s official duties,” and did so even
though “no one at ComEd or Exelon recruited [Ochoa] to serve as a director,” there had been
“internal company opposition to the appointment of [Ochoa],” and “ComEd did not interview or vet
other outside candidates for the vacant board seat.” To make the appointment, the ComEd Directors
expanded the ComEd Board from eight to nine directors.
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191. Defendant Pramaggiore had tried to bring Ochoa on the board in or around May 2018,
but met resistance and offered Ochoa a different position. ¶66. Yet, only a year later, the Board,
chaired by Defendant Crane and with Defendants Pramaggiore and Dominguez as Directors,
reversed course. As noted in the DPA, they did not look at any other candidates. They also did not
fill a vacancy due to any departing Director, but instead expanded the board specifically to create a
spot for Ochoa and then appointed him to it. His appointment was unlike any other.
192. Even the description of Ochoa contrasted with ComEd’s other board members.
ComEd’s 2019 Proxy Statement listed the nine ComEd Directors, and, for all except Ochoa,
provided an explanation of the value brought to ComEd and its business. For example, the 2019
Proxy Statement highlighted Crane’s, Pramaggiore’s, and Dominguez’s experiences at Exelon and
ComEd. With regard to the other directors, it described them as, for example, “very familiar with
ComEd’s customers,” bringing “extensive knowledge of the Chicago economy,” having experience
“in dealing with many of the same development, land use, and utility and regulatory issues that
affect Exelon and its subsidiaries,” having “knowledge of the economy of the . . . communities that
ComEd serves,” or “serv[ing] as general counsel of another electric and gas utility,” which provided
“knowledge of utility and regulatory issues.” But, in stark contrast, the 2019 Proxy Statement
provided no explanation of what value Ochoa brought to ComEd and its business, listing only his
prior positions. Confirming the lack of business justification for the appointment, as of April 2020,
Ochoa was no longer on ComEd’s Board and the Board returned to eight directors.
Defendants’ Motive Supports a Strong Inference of Scienter
193. Defendants had reason to conceal the bribery scheme because, as reflected by the
events at the end of the Class Period, disclosure of the bribery scheme would have ended the scheme
and dramatically reduced the benefits from the passage of the favorable legislation.
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194. For example, during the Class Period, Defendants were seeking passage of more
favorable legislation that (i) would result in another rate-payer bailout of Exelon’s failing Illinois
nuclear plants; and (ii) extend the EIMA formula rates to 2032. ¶¶88-90. And they were also
seeking renewal of ComEd’s franchise agreement with the City of Chicago. ¶91. Exelon had
publicly stated during the Class Period that they expected the legislation to be passed in either the
spring session or fall session of 2020. ¶111(c). Thus, Defendants were highly incentivized to delay
disclosure of the bribery scheme and full extent of criminal investigation until after the legislation
was passed, which would secure hundreds of millions of dollars in additional annual revenue. ¶89.
195. However, as the bribery scheme was uncovered, the chances of passage dropped
significantly. Even as of the date of this filing, neither legislation has passed. To the contrary,
opponents have taken the opportunity, as reported by the Chicago Sun-Times, “to include ‘utility
accountability rules’ such as ending formula rates, which have allowed companies like ComEd to
raise prices without going before the Illinois Commerce Commission.” ¶175.
196. Without the revenue from CEPA or any other proposed bailout legislation to save
Exelon’s additional failing nuclear plants (¶¶88, 155), on August 27, 2020, Exelon Generation
announced that it “intends to permanently cease generation operations” at its Byron and Dresden
locations in the fall of 2021. According to the Company’s disclosure filed with the SEC, as a result
of these closures, Exelon “will recognize certain one-time charges in 2020 ranging from an estimated
$200 million to $300 million,” and “decommissioning for Byron may require supplemental cash
from Generation of up to $175 million.” Also, Exelon estimates the “annual amount and timing of
expected incremental non-cash expense items expected to be incurred” range from $575 to $600
million in 2020 and from $1.45 to $1.475 billion in 2021.
197. In addition, Exelon and ComEd’s executive compensation was tied to the passage of
favorable legislation, which was aided by bribery scheme. For example, in discussing executive
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compensation for 2011, Exelon’s Proxy Statement filed on February 22, 2012 (the “2012 Proxy”)
stated that the “Illinois legislation enacted in 2011 [EIMA, which] supports infrastructure investment
and modernization of the ComEd electric grid, reduces regulatory lag, and provides reasonable
returns on ComEd’s equity for years to come” was one of the top “2011 Performance Highlights.”
The 2012 Proxy added that compensation to executive officers increased in 2011, which reflected, in
part, the “favorable Illinois legislation supporting infrastructure investment, reduced regulatory lag,
and providing reasonable returns on ComEd’s equity.” In 2011, Crane’s total compensation
increased by 24%, from $4.49 million to $5.56 million, Von Hoene’s total compensation increased
by 50%, from $1.96 million to $2.93 million, and Pramaggiore’s total compensation increased by
90%, from $850,000 to $1.63 million.20
198. Similarly, in discussing executive compensation for 2016, Exelon’s Proxy Statement
filed on March 15, 2017 (“2017 Proxy”) identified “2016 Executive Compensation Highlights” that
included “IL clean energy regulations and legislation,” – i.e., FEJA. Von Hoene’s total
compensation increased by 50% in 2016, from $4.16 million to $6.18 million, and Pramaggiore’s
total compensation increased by 20%, from $2.31 million to $2.79 million.21
199. Since the bribery scheme commenced in 2011, the Individual Defendants have
received massive compensation. From 2011 to 2019, Crane’s total compensation has been more
than $120 million, Von Hoene’s total compensation has been more than $40 million, and
Pramaggiore’s total compensation has been more than $25 million. Just like the passage of
favorable legislation was a performance metric that enhanced Defendants’ compensation in 2011 and
20
Total compensation is disclosed each year in the Exelon’s and ComEd’s proxy reports and includes, for
example, salary, bonuses, stock awards, and performance/restricted stock units.
21
Crane’s total compensation had increased from $5.6 million in 2011 to more than $15 million in 2016,
although his total compensation decreased slightly in 2016 from 2015 as a result of shareholder concerns that
his compensation was excessive.
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2016, had Defendants been able to conceal the bribery scheme longer and secure passage of more
favorable legislation in 2019 and/or 2020, it likely would have boosted their compensation further.
The Individual Defendants Closely Monitored Exelon and ComEd’s Lobbying Which Was
Critical to Their Businesses
200. In their roles as CEO of Exelon and Chairman of ComEd (Crane), CSO of Exelon
(Von Hoene), CEO of Exelon Utilities and Vice Chairman of ComEd (Pramaggiore), and CEO and a
Director of ComEd (Dominguez), the Individual Defendants determined Company strategy and were
required to monitor and keep themselves informed on Exelon and ComEd’s business and operations,
including efforts to secure favorable legislation in the Illinois General Assembly. Moreover, as
ComEd Directors, Crane, Pramaggiore, and Dominguez had a duty to manage the business and
affairs of ComEd. ComEd’s bylaws stated that “[t]he business and affairs of [ComEd] shall be
managed by [the] Board of Directors which shall have and may exercise all powers of [ComEd],”
including “appoint officers for the conduct of the business of [ComEd], determine their duties and
responsibilities and fix their compensation.”
201. As discussed, ComEd accounted for more than 30% of Exelon’s 2018 net income,
and hundreds of millions of dollars in revenue and subsidies were wholly dependent upon the regular
and repeated passage by the Illinois General Assembly of favorable legislation. ¶¶35, 86, 104(b),
112(d). Confirming its critical importance, the Individual Defendants discussed Illinois legislative
efforts during quarterly earnings calls leading up to, and throughout the Class Period. ¶¶73, 76, 78,
84, 102, 111(a)-(c), 118(a)-(d). According to media and based upon the history of Exelon’s failed
efforts prior to the bribery scheme, as compared to its many successes during the scheme, it was
clear that to secure favorable legislation in Illinois, it was essential to have the support of Public
Official A. See, e.g., ¶¶47-51, 141. Media and Exelon’s former CEO referred to Public Official A
as the most powerful and important member of the Illinois General Assembly. ¶45.
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202. Exelon and ComEd dedicated millions of dollars to Illinois lobbying activities every
year, including to retain outside Illinois lobbyists with connections to Public Official A. Crain’s
reported on October 24, 2019 that Exelon has employed “a high-octane lobbying operation that made
it the most influential company in Springfield, [Illinois].” WBEZ Chicago reported on November 14,
2019 that Exelon and ComEd contracted with “a powerhouse list of influencers at the state Capitol in
Springfield [Illinois],” which included “many former aides” to Public Official A and was “rivaled
only by a handful of other conglomerates.” The article reported that in 2019 alone, state records
showed that the lobbying expenses of “ComEd and Exelon Generation lobbyists” had exceeded what
“the Illinois Chamber of Commerce, AT&T, the Illinois State Medical Society, Comcast, the Illinois
Education Association, Caterpillar and State Farm have spent on lobbying expenses [in 2019] –
combined.”
203. Exelon and ComEd’s “powerhouse” lobbyists included McClain, Doherty, and
Hooker, each of whom were involved in the bribery scheme. ¶58(a)-(c). McClain was Exelon and
ComEd’s most important lobbyist, who media described as a “longtime friend” and “close
confidant” of Public Official A. The Chicago Tribune has described McClain as “one of the most
powerful lobbyists in Springfield,” and added that he was “long known as one of the few people
[Public Official A] would meet with for dinner after session nights” and “could be seen hanging
around [Public Official A’s] office, sometimes sitting on a bench in the hallway taking to other
lobbyists who sought to pick his brain.” Accordingly, the Chicago Tribune reported that McClain
“was a point man in the discussions about major ComEd and parent company Exelon legislation for
decades.” An October 18, 2019 article from WBEZ Chicago likewise reported that McClain was “a
longtime [Public Official A] confidant who was ComEd’s most influential lobbyist.”
204. McClain intended to retire from lobbying in 2015. Reflecting his importance to
Exelon, McClain said he extended his career to 2016 in order to see the enactment of FEJA through,
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telling the Quincy Herald-Whig in December 2016 that “‘we had the Exelon bill come up, and my
friend [Public Official A] was facing some tough times, and so (the retirement) kind of got put on
hold.’” Despite McClain’s purported retirement in 2016, he was so vital to Exelon and ComEd’s
legislative strategy that Exelon and ComEd continued to pay him thereafter. For example, apart
from the $1.3 million paid to other associates of Public Official A as described in the DPA,
according to WBEZ Chicago, financial reports filed by ComEd with the ICC showed that ComEd
paid McClain $150,00 in 2017 and $211,000 in 2018 for “legal services,” even though McClain’s
law license had reportedly expired. ComEd acknowledged the payments, but told WBEZ Chicago
they were “mislabeled” and should have been reported as for “consulting services.” McClain
reportedly continued working for ComEd until May 2019, three years after his purported retirement.
205. The Company’s shift from legal lobbying to a bribery scheme was particularly
significant because it turned Illinois legislation from a negative business trend to a positive and
profitable one. Prior to 2011, Exelon and ComEd faced significant opposition to favorable
legislation from Public Official A and failed to get rate increases or other legislation through the
Illinois General Assembly. ¶¶47-51. But, after engaging in the bribery scheme in 2011 and
continuing thereafter, Exelon and ComEd were repeatedly supported by Public Official A and
secured highly-favorable legislation that flipped Illinois from one of the most challenging regulatory
environments to one of the best and one that provided up to hundreds of millions of dollars in annual
revenue to Exelon for its Illinois nuclear power plants. ¶¶72-86.
206. While the bribery scheme was unknown to the public, media noticed that the
legislative failures had turned to successes. For example, the Chicago Sun-Times reported that
“Pramaggiore was widely credited in 2011 for finally changing [Public Official A] from an avowed
opponent to an ally, partly by revamping the company’s lobbying strategies. In reality, she didn’t act
alone. Pramaggiore worked very closely with McClain, who was ComEd’s top contract lobbyist,
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and John Hooker.” And, in an August 15, 2014 article, even before the passage of FEJA, the
Chicago Tribune noted that “Exelon has taken strides to beef up its political might after repairing a
long-standing tiff with [the] House Speaker,” and quoted Von Hoene as stating, “‘[w]e were in bad
stead with the speaker for a long time. We’ve managed to crawl out of that hole.’”
207. Unbeknownst to investors, the Company “managed to crawl out of that hole” by
engaging in a bribery scheme and abandoning its failed attempts at legitimate lobbying activities.
Exelon’s Failure to Clawback Compensation Supports a Strong Inference of Scienter
208. Although the agreed upon language of the DPA only identifies Pramaggiore and
Marquez, it does not state they were the only senior executives directly involved in the bribery
scheme, nor does the DPA claim they concealed their activities from other executives, including
Crane, Von Hoene, or Dominguez. Indeed, as detailed herein, they were directly involved.
209. In 2018, Exelon and ComEd revised their clawback policy to broaden the Company’s
discretionary ability to clawback incentive compensation from executives. Under the clawback
policy, Exelon “may . . . seek to recoup incentive compensation” paid to former executives if they
“engaged or participated in misconduct or intentional or reckless acts or omissions or serious neglect
of responsibilities that caused or contributed to a significant financial loss or serious reputational
harm to Exelon or its subsidiaries.” Notwithstanding this, Exelon has not disclosed any attempt to
clawback compensation from Pramaggiore and Marquez, which supports an inference that the
Company and Crane were aware of such activities and therefore cannot enforce the clawback. To
the contrary, despite the misconduct, in addition to 2019 total compensation of $4.3 million, Exelon
rewarded Pramaggiore with $7.5 million in retirement benefits.
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Defendants’ Belated and Misleading Disclosures Regarding the Criminal Investigation

Support a Strong Inference of Scienter
210. Exelon and ComEd received the first grand jury subpoena in the second quarter 2019
and established a board committee, with outside counsel, in connection with the subpoenas in June
2019. ¶¶144, 165. The Company admits in the DPA that, by that time, the Company had been
“notified by the government of the nature of the government’s investigation.” Thus, the creation of
the committee and receipt of subpoena suggests that by no later than June 2019, Defendants had
been notified of the criminal investigation of Exelon and ComEd for payments made to associates of
Public Official A.
211. In addition, media has reported that in May 2019, the federal government executed
search warrants (i) at the home of McClain, (ii) at the business of Doherty, (iii) at the home of Kevin
Quinn, a former top lieutenant of Public Official A in connection with thousands of dollars in
payments he received from current and former ComEd lobbyists, and (iv) at the home of retired
Zalewski – “Associate 3” in the DPA – seeking communications between Zalewski, McClain, and
Public Official A concerning employment by Zalewski at ComEd. ¶¶115, 138, 152. As reported
after the Class Period, federal authorities were seeking information about Pramaggiore, Marquez,
and Hooker. ¶152.
212. Despite Exelon and ComEd clearly being aware that the investigation was focusing
on the Company’s bribery scheme, Defendants’ disclosures were muted in such a way to imply that
that the Company received grand jury subpoenas merely as a witness to investigations into McClain,
Zalewski, and Public Official A. As further example, even on August 1, 2019, Defendant Von
Hoene claimed that the receipt of the subpoena was having “no impact” on their lobbying activity
and intensity, which suggested that they had done nothing improper and nothing needed to change.
In addition, the Company did not modify its risk disclosures in its SEC filings and failed to warn of
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the risk that the Company could be forced to pay substantial criminal penalties until after the Class
Period. ¶121(a).
The Pervasiveness of the Bribery Scheme Supports a Strong Inference of Scienter
213. Exelon and ComEd were failing in their legitimate lobbying efforts to win approval of
legislation critical to their business success. See, e.g., ¶¶47-51. Specifically, Public Official A was
publicly stating his opposition and rejecting proposals. See, e.g., ¶48. Thereafter, the Company
changed its strategy from legal lobbying activities to illegal bribery and engaged in an eight-year
scheme to bribe Public Official A, through more than $1.3 million in indirect payments to his
associates. Each of the Defendants participated, as discussed herein.
214. The Company has admitted such illegal conduct and entered into the DPA and agreed
to pay $200 million in criminal penalties. The bribery scheme set forth in the DPA was multi-
faceted, occurred over eight years, was carefully designed to benefit Public Official A and his
friends, represented a shift in strategy, and could not have been perpetrated without the knowledge
and/or recklessness and complicity of personnel at the highest level of Exelon, including the
Individual Defendants.
215. More specifically, after legitimate lobbying efforts failed to produce results, the
Company altered strategies to bribe Public Official A, which resulted in passage of favorable
legislation. The bribery scheme spanned eight years, during which time ComEd paid more than $1.3
million to individuals who performed little or no work for ComEd, appointed a director to ComEd’s
Board of Directors at the request of Public Official A, retained and paid for thousands of hours of
work to Law Firm A (a law firm connected to Public Official A), and created an internship program
and hired individuals recommended by representatives of Public Official A. ¶¶52-71. The Company
has admitted to the foregoing misconduct and that it was carried out “in an effort to influence and
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reward Public Official A’s efforts, as Speaker of the Illinois House of Representatives, to assist
ComEd with respect to legislation concerning ComEd and its business.”
216. The bribery scheme was executed at the highest levels of Exelon and ComEd, as
admitted by the DPA, which states that “[c]ertain senior executives” of ComEd were “aware of the[]
payments from their inception until they were discontinued in or around 2019,” and were “aware of
the purpose of these payments . . . namely, that they were intended to influence and reward Public
Official A in connection with [his] official duties and to advance ComEd’s business interests.” The
agreed sentencing provisions add that “high-level personnel participated in and condoned the
offense.” Pramaggiore and Marquez are specifically named in the DPA and both of them were
terminated around the same time that Exelon and ComEd received a second grand jury subpoena.
¶¶57, 144-145.
217. Marquez was charged in a one count Information for criminal bribery, with media
reporting that the nature of the charges suggest he is cooperating and likely to plead guilty or defer
prosecution. The Information alleged, in part, that “[o]n or about July 30, 2018, Marquez caused a
payment of $37,500 to be sent to [Doherty & Associates], a substantial portion of which was
intended for associates of Public Official A.”
218. Pramaggiore is reportedly under continued investigation, and during the Class Period,
she was one of Exelon’s five highest-ranking senior executives. She reported directly to Crane and
was the head of Exelon Utilities and, as stated in the DPA, had “oversight authority over ComEd’s
operations.” Defendant Dominguez, as CEO of ComEd, reported directly to Pramaggiore and had
Marquez reporting directly to him. The DPA details several examples of Pramaggiore’s direct
participation in the bribery scheme, including:
 In May 2018, “Public Official A, through [McClain], asked [Pramaggiore] to hire

[former Alderman Zalewski], a political ally of Public Official A who was retiring
from the Chicago City Council at the end of the month,” and “[Pramaggiore], in
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coordination with [Marquez] and [Doherty], agreed that ComEd would pay
[Zalewski] approximately $5,000 a month indirectly as a subcontractor through
[Doherty’s company].”
 Pramaggiore maintained what she referred to as a “roster” of “associates of Public

Official A that were paid indirectly as subcontractors through [Doherty’s company].”
 After “Public Official A sought the appointment of an associate [Ochoa] to the

ComEd Board of Directors,” which request “was communicated by [McClain] to
[Pramaggiore],” in May 2018, Pramaggiore “asked [McClain] if Public Official A
would be satisfied if [she] arranged for [Ochoa] to receive a part-time job that paid
an equivalent amount of money to a board member position, namely, $78,000 a
year.” In response, “[McClain] told [Pramaggiore] that Public Official A would
appreciate if [Pramaggiore] would ‘keep pressing’ for the appointment of [Ochoa],
and [Pramaggiore] agreed to do so.”
 On April 25, 2019, Pramaggiore informed McClain that Ochoa would be appointed
to the Board stating, “‘Just sent out Board approval to appoint [Ochoa] to the ComEd
Board.’”
219. When Pramaggiore agreed to push for a Board position for Ochoa, she wrote to
McClain, “‘You take good care of me and so does our friend [Public Official A] and I will do the
best that I can to, to take care of you.’”
220. In addition, in 2016, Law Firm A sought renewal of its contract, but a dispute arose
between Law Firm A and ComEd regarding Law Firm A’s request for a minimum of 850 billable
hours annually. McClain wrote to Pramaggiore, “‘I am sure you know how valuable [Lawyer A] is
to our Friend [Public Official A],’ and then went on to write, ‘I know the drill and so do you. If you
do not get involve[d] and resolve this issue of 850 hours for his law firm per year then he will go to
our Friend [Public Official A]. Our Friend [Public Official A] will call me and then I will call you.
Is this a drill we must go through?’” In response, Pramaggiore wrote, “‘Sorry. No one informed me.
I am on this.’”
LOSS CAUSATION AND ECONOMIC LOSS
221. During the Class Period, as detailed herein, Defendants made false and misleading
statements and engaged in a scheme to deceive the market and a course of conduct that artificially
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inflated the price of Exelon common stock and operated as a fraud or deceit on Class Period
purchasers of Exelon common stock by misrepresenting and concealing that the Company had
changed strategy from legal lobbying to an eight-year illegal bribery scheme in which ComEd and
senior executives were bribing Public Official A to advance favorable Illinois legislation, that
Exelon’s and ComEd’s Illinois legislative successes and the benefits from those successes were
illusory and the result of – in significant part – the bribery scheme, and that the Company was at
substantial risk of criminal penalties and diminished legislative and public reputation as a result of
the bribery scheme.22
222. Defendants’ false and misleading statements had their intended effect and directly and
proximately caused Exelon common stock to trade at artificially inflated levels, reaching a Class
Period high of $50.95 per share.
223. As a result of Defendants’ fraudulent conduct as alleged herein, the price at which
Exelon common stock traded was artificially inflated throughout the Class Period. When Plaintiff
and other members of the Class purchased their Exelon common stock, the true value of such
common stock was substantially lower than the prices actually paid. As a result of purchasing
Exelon common stock during the Class Period at artificially inflated prices, Plaintiff and other
members of the Class suffered economic loss, i.e., damages, under federal securities laws, when such
artificial inflation dissipated.
224. As a result of Defendants’ materially false and misleading statements, as well as the
adverse, undisclosed information known to Defendants, Plaintiff and other members of the Class
relied to their detriment on such statements and documents, and/or the integrity of the market, in
22
The Class consists of all those who purchased or otherwise acquired the publicly-traded common stock of
Exelon during the Class Period and were damaged thereby (the “Class”).
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purchasing their Exelon common stock at artificially inflated prices during the Class Period. Had
Plaintiff and other members of the Class known the truth, they would not have taken such actions.
225. When the misrepresentations and omissions that Defendants had concealed from the
market were leaked out and revealed through the series of partial disclosures beginning on July 18,
2019 and continuing through October 31, 2019, the price of Exelon common stock fell dramatically,
causing substantial losses to investors.
226. The corrective impact of the partial disclosures during the Class Period alleged
herein, however, was tempered by Defendants’ continued concealment of the bribery scheme and
investigation (¶¶118-119), which made their statements false and misleading. Defendants’
continued misrepresentations maintained the price of Exelon common stock at a level that was
inflated by fraud, inducing members of the Class to continue purchasing shares in Exelon even after
the partial disclosures.
227. Partial disclosures began to enter the market after market close on July 18, 2019,
when the Chicago Tribune published a report disclosing that the FBI had “raided” the home of one
of Exelon and ComEd’s most important lobbyists, McClain. See ¶138. After this news, Exelon’s
common stock price declined 2.4%, from $48.76 per share to $47.57, erasing more than $1 billion in
market capitalization. By comparison, the S&P 500 Index declined only 0.6% and the S&P 500
Utilities Index declined only 1.5% the same day. The partial removal of artificial inflation from the
price of Exelon common stock would have been greater had the full truth been disclosed. But,
because of Defendants’ materially false and misleading statements and/or failure to disclose the full
truth, the price of Exelon common stock remained artificially inflated.
228. A partial disclosure entered the market on July 24, 2019, when the Chicago Tribune
published an article regarding $10,000 in checks from current and former outside ComEd lobbyists,
including McClain, paid to a former top lieutenant of Public Official A. See ¶140. The same
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morning, a Crain’s article also reported on the information in the Chicago Tribune article and linked
ComEd’s legislative successes in 2011 and 2016 to Public Official A’s support. See ¶141.
Following the July 24, 2019 news reports, the price of Exelon common stock fell 1.9% from a close
of $46.36 on July 23, 2019 to a close of $45.48 on July 24, 2019 on the highest trading volume of
any day in the previous four months, eliminating more than $850 million in market capitalization.
By comparison, the S&P 500 Index rose 0.5% and the S&P 500 Utilities Index rose 0.1% the same
day. The partial removal of artificial inflation from the price of Exelon common stock would have
been greater had the full truth been disclosed. But, because of Defendants’ materially false and
misleading statements and/or failure to disclose the full truth, the price of Exelon common stock
remained artificially inflated.
229. Partial disclosures continued to enter the market on October 15-17, 2019. On October
15, 2019, Exelon revealed the sudden departure of Pramaggiore. The next day, October 16, 2019,
the Chicago Tribune published a report noting the proximity of Pramaggiore’s departure to Exelon
and ComEd’s announcement that federal investigators had issued a second subpoena. The same
article also reported that Pramaggiore was a focus of the ongoing federal investigation. Analysts
following Exelon quickly issued reports noting concern about Pramaggiore’s departure, the
investigation of the Company, risks to Exelon and ComEd’s legislative agenda, and the risk of fines
and penalties. Following the news and information reported on October 15 and 16, 2019, Exelon’s
common stock price declined on both October 16 and 17, 2019. On October 16, 2019 the common
stock price fell 4.6% on an unusually large volume of more than 11.5 million shares from $47.06 to
$44.91 on October 16, 2019. By comparison, the S&P 500 Index declined only 0.2% and the S&P
500 Utilities Index rose 0.2% the same day. The decline caused by the partial disclosures continued
on October 17, 2019, with Exelon’s common stock falling another 1.9% on a volume of over 19
million shares to close at $44.06. By comparison, the S&P 500 Index rose 0.3% and the S&P 500
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Utilities Index rose 0.2% the same day. The partial removal of artificial inflation from the price of
Exelon common stock would have been greater had the full truth been disclosed. But, because of
Defendants’ materially false and misleading statements and/or failure to disclose the full truth, the
price of Exelon common stock remained artificially inflated.
230. On October 31, 2019, Exelon revealed that the SEC was also investigating Exelon
and ComEd regarding their lobbying activities, and Exelon and media reported on further risks the
bribery scheme and investigation posed to the Company’s financial condition and legislative agenda.
After the news and information reported on October 31, 2019, the price of Exelon common stock
declined 2.5% from a close of $46.66 on October 30, 2019 to a close of $45.49 on October 31, 2019,
eliminating more than $1 billion of market capitalization. By comparison, the S&P 500 Index
declined only 0.3% and the S&P 500 Utilities Index rose 0.5% the same day.
231. The timing and magnitude of the declines in the price of Exelon common stock
negates any inference that losses suffered by Plaintiff and other Class members were caused by
changed market conditions, macroeconomic factors, or Company-specific facts unrelated to
Defendants’ fraudulent conduct. From the close of trading on July 18, 2019 through the close of
trading on October 31, 2019, Exelon’s stock price fell 6.7% as a result of Defendants’ fraud being
leaked out and revealed through a series of partial disclosures. By comparison, S&P 500 Index
increased 1.4% and the S&P 500 Utilities Index increased 4.9% during the same period.
232. As a result of their purchases of Exelon common stock during the Class Period and
the subsequent decline in the value of those shares when the truth was revealed to the market,
Plaintiff and other members of the Class suffered economic loss, i.e., damages, under the federal
securities laws.
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PRESUMPTION OF RELIANCE
233. At all relevant times, the market for Exelon common stock was an efficient market for
the following reasons, among others:
(a) Exelon common stock met the requirements for listing and was listed and
actively traded on the NYSE from the beginning of the Class Period to September 24, 2019, and on
the NASDAQ exchange from September 25, 2019 to the end of the Class Period, both highly
efficient and automated markets;
(b) according to the Company’s 1Q19 Form 10-Q, the Company had more than
960 million shares of common stock outstanding as of March 31, 2019, demonstrating a very active
and broad market for Exelon common stock;
(c) as a regulated issuer, Exelon filed periodic public reports with the SEC;
(d) Exelon regularly communicated with public investors via established market
communication mechanisms, including the regular dissemination of press releases on national
circuits of major newswire services, the Internet, and other wide-ranging public disclosures; and
(e) During the Class Period, Exelon was followed by numerous securities analysts
employed by major brokerage firms, such as Argus Research, Barclays, Credit Suisse, Deutsche
Bank, Evercore ISI, JP Morgan, Morgan Stanley, Morningstar Equity Research, and RBC Capital
Markets, who wrote reports that were distributed to the brokerage firms’ sales forces and the public.
234. As a result of the foregoing, the market for Exelon common stock promptly digested
current information regarding Exelon from publicly-available sources and reflected such information
in Exelon’s common stock price. Under these circumstances, a presumption of reliance applies to
Plaintiff’s purchases of Exelon common stock.
235. A presumption of reliance is also appropriate in this action under the Supreme Court’s
holding in Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128 (1972), because Plaintiff’s
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claims are based, in significant part, on Defendants’ material omissions. Because this action
involves Defendants’ failure to disclose material adverse information regarding Exelon’s business
and operations, positive proof of reliance is not a prerequisite to recovery. All that is necessary is
that the facts withheld be material in the sense that a reasonable investor might have considered them
important in making investment decisions. Given the importance of Defendants’ material omissions
set forth above, that requirement is satisfied here.
NO SAFE HARBOR
236. The false and misleading statements alleged herein were not forward-looking. To the
extent any of the alleged false and misleading statements were forward-looking, the federal statutory
safe harbor for forward-looking statements under certain circumstances does not apply. Many of the
specific statements alleged were not identified as “forward-looking statements” when made. To the
extent there were any forward-looking statements, there were no meaningful cautionary statements
accompanying them. To be meaningful, cautionary statements must identify important factors that
could cause actual results to differ materially from those in the purportedly forward-looking
statements. Such cautions were absent from Exelon’s Class Period filings and oral disclaimers.
237. Alternatively, to the extent that the statutory safe harbor could apply to any forward-
looking statements pleaded herein, Defendants are liable for those false and misleading forward-
looking statements because, at the time each of those forward-looking statements were made, the
speaker knew that the particular forward-looking statement was false or misleading and the forward-
looking statement was authorized and approved by an executive officer of Exelon who knew that
those statements were false or misleading when made. Moreover, to the extent that Defendants
issued any disclosures designed to warn or caution investors of certain risks, those disclosures were
also false and misleading. See, e.g., ¶104(e).
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CLASS ACTION ALLEGATIONS
238. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil
Procedure 23(a) and (b)(3) on behalf of a Class consisting of all purchasers of Exelon common stock
during the Class Period. Excluded from the Class are: Defendants, the current and Class Period
officers and directors of Exelon or ComEd, the members of the immediate families and the legal
representatives, affiliates, heirs, successors-in-interest, or assigns of any such excluded person, and
any entity in which such excluded persons have or had a controlling interest.
239. The members of the Class are so numerous that joinder of all members is
impracticable. Throughout the Class Period, Exelon common stock was actively traded on the
NYSE and NASDAQ. According to the Company’s 1Q19 Form 10-Q, the Company had more than
960 million shares of common stock outstanding as of March 31, 2019. While the exact number of
Class members can only be determined by appropriate discovery, Plaintiff believes that Class
members number at least in the hundreds, if not thousands, and that they are geographically
dispersed.
240. Plaintiff’s claims are typical of the claims of the members of the Class because
Plaintiff’s and all the Class members’ damages arise from and were caused by the same
representations and omissions made by or chargeable to Defendants. Plaintiff does not have any
interests antagonistic to, or in conflict with, the Class.
241. Plaintiff will fairly and adequately protect the interests of the members of the Class
and have retained counsel competent and experienced in class action and securities litigation.
242. Common questions of law and fact exist as to all members of the Class and
predominate over any questions solely affecting individual members of the Class. Among the
questions of law and fact common to the Class are:
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(a) whether the federal securities laws were violated by Defendants’ acts as
alleged herein;
(b) whether statements made by or chargeable to Defendants during the Class
Period misrepresented or omitted material facts;
(c) whether the price of Exelon common stock was artificially inflated during the
Class Period; and
(d) to what extent the members of the Class have sustained damages and the
proper measure of damages.
243. A class action is superior to all other available methods for the fair and efficient
adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the
damages suffered by individual Class members may be relatively small, the expense and burden of
individual litigation makes it impracticable for members of the Class to individually redress the
wrongs done to them. Plaintiff is not aware of any difficulty in the management of this action as a
class action.
COUNT I
For Violation of §10(b) of the Exchange Act and SEC Rule 10b-5 Against Exelon, ComEd,
and the Individual Defendants
244. Plaintiff incorporates the foregoing paragraphs by reference.
245. During the Class Period, Defendants disseminated or approved the false or misleading
statements specified above, which they knew or recklessly disregarded were misleading in that they
contained misrepresentations and failed to disclose material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading.
246. Defendants violated §10(b) of the Exchange Act and SEC Rule 10b-5 promulgated
thereunder in that they:
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(a) employed devices, schemes, and artifices to defraud;
(b) made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under which they were
made, not misleading; or
(c) engaged in acts, practices and a course of business that operated as a fraud or
deceit upon Plaintiff and other members of the Class in connection with their purchases of Exelon
common stock.
247. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and other
members of the Class suffered damages in connection with their respective purchases of Exelon
common stock during the Class Period because, in reliance on the integrity of the market, Plaintiff
and other members of the Class paid artificially inflated prices for Exelon common stock and
experienced losses when the artificial inflation was released from Exelon common stock as a result
of the leakage and disclosure of information and price declines detailed herein. Plaintiff and other
members of the Class would not have purchased Exelon common stock at the prices paid, or at all, if
they had been aware that the market price had been artificially and falsely inflated by Defendants’
false and misleading statements.
248. By virtue of the foregoing, Exelon, ComEd, and the Individual Defendants have each
violated §10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder.
COUNT II
For Violation of §20(a) of the Exchange Act Against Exelon and the Individual Defendants
250. Exelon acted as a controlling person of ComEd within the meaning of §20(a) of the
Exchange Act. In addition, Crane, Pramaggiore, and Von Hoene acted as controlling persons of
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Exelon, and Crane, Pramaggiore, and Dominguez acted as controlling persons of ComEd within the
meaning of §20(a) of the Exchange Act.
251. By virtue of ownership and superior position, Exelon had the power to influence and
control, and did influence and control, directly or indirectly, the decision-making of ComEd,
including the content and dissemination of the various statements that Plaintiff contends are false
and misleading. In addition, by virtue of their high-level positions, participation in and/or awareness
of Exelon and ComEd’s operations and/or intimate knowledge of Exelon and ComEd’s disclosures,
policies, and lobbying practices, the Individual Defendants had the power to influence and control,
and did influence and control, directly or indirectly, the decision-making of Exelon (Crane,
Pramaggiore, and Von Hoene) and ComEd (Crane, Pramaggiore, and Dominguez), including the
content and dissemination of the various statements that Plaintiff contends are false and misleading.
Exelon, Crane, Pramaggiore, Dominguez, and Von Hoene were provided with, or had unlimited
access to copies of the reports, press releases, public filings, and other statements alleged by Plaintiff
to be misleading before and/or shortly after these statements were issued and had the ability to
prevent the issuance of the statements or cause the statements to be corrected.
252. As set forth above, Exelon and ComEd violated §10(b) and Rule 10b-5 promulgated
thereunder by their acts and omissions as alleged in this Complaint. By virtue of their positions as
controlling persons, and as a result of their aforementioned conduct, Defendants Crane,
Pramaggiore, and Von Hoene are liable pursuant to §20(a) of the Exchange Act for Exelon’s §10(b)
violations, and Defendants Exelon, Crane, Pramaggiore, and Dominguez are liable pursuant to
§20(a) of the Exchange Act for ComEd’s §10(b) violations. As a direct and proximate result of
these Defendants’ wrongful conduct, Plaintiff and other members of the Class suffered damages in
connection with their purchases of the Company’s common stock during the Class Period, as
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evidenced by, among others, the common stock price declines discussed above, when the artificial
inflation was released from the Company’s common stock.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff prays for judgment as follows:
A. Declaring this action to be a class action properly maintained pursuant to Rule 23(a)
and b(3) of the Federal Rules of Civil Procedure and certifying Plaintiff as Class Representative and
Robbins Geller Rudman & Dowd LLP as Class Counsel;
B. Awarding compensatory damages in favor of Plaintiff and the other members of the
Class against all Defendants, jointly and severally, for all damages sustained as a result of
Defendants’ wrongdoing, in an amount to be proven at trial, including interest thereon;
C. Awarding Plaintiff reasonable costs and expenses incurred in this action, including
attorneys’ fees, experts’ fees, and other costs and disbursements; and
D. Awarding such further relief, including any equitable/injunctive relief, as the Court
may deem just and proper.
DEMAND FOR JURY
Plaintiff hereby demands a trial by jury.
DATED: September 16, 2020 ROBBINS GELLER RUDMAN

& DOWD LLP
JAMES E. BARZ (IL Bar # 6255605)
BRIAN E. COCHRAN (IL Bar # 6329016)
FRANK A. RICHTER (IL Bar # 6310011)
WILLIAM J. EDELMAN (IL Bar # 6332368)
GINA BUSCHATZKE (IL Bar # 6332510)
s/ James E. Barz
JAMES E. BARZ
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200 South Wacker Drive, 31st Floor

Chicago, IL 60606
Telephone: 312/674-4674
312/674-4676 (fax)
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
Lead Counsel for Lead Plaintiff
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CERTIFICATE OF SERVICE
I hereby certify under penalty of perjury that on September 16, 2020, I authorized the
electronic filing of the foregoing with the Clerk of the Court using the CM/ECF system which will
send notification of such filing to the e-mail addresses on the attached Electronic Mail Notice List,
and I hereby certify that I caused the mailing of the foregoing via the United States Postal Service to
the non-CM/ECF participants indicated on the attached Manual Notice List.
s/ James E. Barz
JAMES E. BARZ
ROBBINS GELLER RUDMAN

& DOWD LLP
200 South Wacker Drive, 31st Floor
Chicago, IL 60606
Telephone: 312/674-4674
312/674-4676 (fax)
E-mail: [email protected]
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9/16/2020 Case:
Case:1:21-cv-03611
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CM/ECF 72-2
65 Ver
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EXHIBIT C
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EASTERN DIVISION
)
JOSHUA FLYNN, Individually and on Behalf of All ) Case No.: 1:19-cv-08209
Others Similarly Situated, )
)
Plaintiff, ) Honorable Virginia M. Kendall
)
v. )
)
EXELON CORPORATION et al.,
)
Defendants. )
)
)
EXELON AND COMED DEFENDANTS’ ANSWER AND

DEFENSES TO THE COMPLAINT
Defendants Exelon Corporation (“Exelon”), Commonwealth Edison Company
(“ComEd”), Christopher M. Crane, William A. Von Hoene, Jr., and Joseph Dominguez
(collectively, the “Exelon and ComEd Defendants”), by and through their undersigned counsel,
hereby file the Exelon and ComEd Defendants’ Answer and Defenses to Lead Plaintiff’s
Complaint for Violations of the Federal Securities Laws, dated September 1, 2020 (Dkt. No. 65)
(the “Complaint”), filed by Lead Plaintiff Local 295 IBT Employer Group Pension Trust Fund
(“Plaintiff”) in the above-captioned action (the “Action”).
This Answer is based on the Exelon and ComEd Defendants’ investigation to date, and
they reserve the right to amend this Answer as their investigation continues and during the
course of litigation. This Answer restates the allegations in the Complaint (including its
footnotes) solely for the convenience of the Court and the parties. Unless specifically stated
otherwise, the Exelon and ComEd Defendants’ answer to any footnote from a paragraph within
the Complaint is included within the answer to the paragraph that contained the footnote. Any
allegation not expressly admitted is denied. Further, the headings and prefatory material in the
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Complaint are not substantive allegations to which an answer is required; to the extent that these
items are intended as substantive allegations, the Exelon and ComEd Defendants deny them.
ANSWER
For their Answer, the Exelon and ComEd Defendants state as follows:
INTRODUCTION
1. This securities class action is brought on behalf of all purchasers of Exelon

common stock between February 8, 2019 and October 31, 2019, inclusive (the “Class Period”).
The claims are alleged against two entities and four individual defendants: (1) Exelon; (2)
ComEd; (3) Exelon’s Chief Executive Officer (“CEO”), Christopher M. Crane (“Crane”); (4)
Exelon’s Chief Strategy Officer (“CSO”), William A. Von Hoene, Jr. (“Von Hoene”); (5)
Exelon’s former CEO of Exelon Utilities, Anne R. Pramaggiore (“Pramaggiore”); and (6)
ComEd’s CEO, Joseph Dominguez (“Dominguez”) (collectively, “Defendants”). The claims
assert violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”),
15 U.S.C. §§78j(b) and 78t(a), and SEC Rule 10b-5, 17 C.F.R. §240.10b-5, promulgated
thereunder.
ANSWER: Paragraph 1 contains a description of this litigation and Plaintiff’s claims to
which no response is required. To the extent a response is required, the Exelon and ComEd
Defendants deny Paragraph 1, except admit that Plaintiff asserts a claim under Section 10(b) of
the Securities Exchange Act and SEC Rule 10b-5 promulgated thereunder against Exelon and
ComEd, and claims under Section 10(b), Rule 10b-5, and Section 20(a) against Mr. Crane, Mr.
Von Hoene, Ms. Anne R. Pramaggiore, and Mr. Dominguez.
2. This case arises because the Company engaged in an eight-year bribery scheme in
order to influence Illinois lawmakers to enact legislation favorable to Exelon, resulting in
hundreds of millions of dollars in additional revenue to Exelon. As the Company has now
admitted through the DPA entered in the ComEd Criminal Action, the bribery scheme was
executed by “senior executives” and included making more than $1.3 million in indirect
payments to designees of the Speaker of the Illinois House of Representatives, referred to in the
DPA and herein as “Public Official A.” During the Class Period, Defendants made false and
misleading statements that concealed the bribery scheme and instead touted the Company’s
commitment to ethical conduct and legitimate lobbying activities, claimed the Company had
never paid bribes, and emphasized the additional revenues and benefits obtained as a result of the
passage of the favorable legislation. The false and misleading statements caused Exelon’s
common stock to trade at artificially inflated prices. When the bribery scheme was uncovered
and the truth was revealed, the artificial inflation was removed from the stock, Exelon’s stock
price declined dramatically, and investors suffered billions of dollars in market losses.
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ANSWER: Deny Paragraph 2, except admit that ComEd entered into a Deferred
Prosecution Agreement with the U.S. Attorney’s Office for the Northern District of Illinois, filed
on July 17, 2020 (the “DPA”), and respectfully refer the Court to the DPA for a complete and
accurate statement of its contents.
3. Exelon is one of the largest electric companies in the United States. It is a holding
company that operates through two groups of subsidiaries: (i) “Exelon Generation” operates
electric power plants around the country, and (ii) “Exelon Utilities” is a collection of six
regulated utility companies that deliver electricity to homes and businesses in particular regions.
Exelon Generation operates six nuclear power plants in Illinois. ComEd, a controlled subsidiary
of Exelon, is the largest of the utility companies within Exelon Utilities and is responsible for
delivering electricity to customers in northern Illinois.
ANSWER: Deny Paragraph 3, except admit that Exelon is a leading competitive energy
provider; that Exelon Utilities is comprised of six utilities that serve customers across Delaware,
Illinois, Maryland, New Jersey, Pennsylvania, and the District of Columbia; that Exelon
Generation operates six nuclear power plants in Illinois; and that ComEd is a subsidiary of
Exelon Corporation and provides electric service to customers across northern Illinois.
4. With more than 4 million customers, ComEd is Exelon’s largest and most
important utility company. For example, in 2018, ComEd reported $664 million in net income,
representing more than 30% of Exelon’s total reported net income for that year. Exelon is a
publicly-traded company and filer with the SEC and, although ComEd is owned by Exelon and
does not have publicly-traded stock, it does issue debt securities to the public, so it is also an
SEC filer.
ANSWER: Deny Paragraph 4, except admit that ComEd provides electric delivery
service to more than 4 million customers, that in 2018 ComEd reported $664 million in net
income which comprises approximately 33% of Exelon’s net income for 2018, that Exelon is a
publicly traded company, and that Exelon and ComEd submit filings with the SEC.
5. Exelon and ComEd operate in a highly-regulated industry that is dependent upon

the continual passage of favorable legislation. For example, in their SEC filings, Exelon and
ComEd have emphasized that “[s]ubstantially all aspects of [their] businesses” are subject to
comprehensive government regulation and legislation. The Company has acknowledged that the
businesses are “profoundly affected by decisions of elected and appointed officials.” As such, the
Company has repeatedly disclosed in political contributions reports that “[i]ssues vital to
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Exelon’s ability to recognize value for its stakeholders” are decided in “state legislatures and
local forums across the country.” Most significant to this case, the legislative branch of Illinois,
known as the Illinois General Assembly, considers and passes legislation that directly impacts
ComEd’s and Exelon Generation’s profitability (and therefore Exelon’s overall profitability).
Illinois legislation impacts profitability, for example, because it impacts the rates ComEd can
charge its customers and determines whether Exelon Generation’s six Illinois nuclear power
plants can receive valuable subsidies authorized by the government.
ANSWER: Deny Paragraph 5, except admit that Exelon and ComEd operate in a
regulated industry, that Exelon and ComEd have filed documents with the SEC, that Exelon has
released Political Contributions Reports, and that ComEd entered into the DPA, which addresses
certain of the matters alleged in Paragraph 5, and respectfully refer the Court to Exelon’s and
ComEd’s public filings, Exelon’s Political Contributions Reports, and the DPA for a complete
and accurate statement of their contents.
6. Given the significance of Illinois legislation to the Company’s profitability,

Exelon and ComEd had been engaged in considerable lobbying efforts, such as hiring outside
lobbyists in Illinois and employing internal lobbyists dedicated to Illinois legislation. However,
for years leading up to 2011, the Company had a poor relationship with Public Official A and its
lobbying efforts were failing. For example, Public Official A reportedly rejected a proposed rate
hike for ComEd in 2003 and, in 2006, wrote a letter requesting that the Governor call a special
session to consider legislation that would freeze ComEd rates for several years. In the letter,
Public Official A claimed that rate increases would “turn already record earnings and profits” for
ComEd “into exorbitant gains for their executives and shareholders – at the expense of working
families, senior citizens and those on fixed incomes.”
ANSWER: Deny Paragraph 6, except admit that Exelon and ComEd engage in
lobbying, that Michael J. Madigan wrote a public letter to then-Governor Rod Blagojevich on or
about October 2, 2006, and that ComEd entered into the DPA, which addresses certain of the
matters alleged in Paragraph 6, and respectfully refer the Court to the DPA and the letter for a
complete and accurate statement of their contents.
7. Then, in 2011, the Company changed strategy, and began to bribe Public Official
A. As admitted in the DPA “[f]rom in or around 2011 through in or around 2019, in an effort to
concerning ComEd and its business,” ComEd funneled payments through intermediaries to
“political allies and individuals who performed political work for Public Official A.” ComEd
disguised these payments as being for “jobs [or] vendor subcontracts,” but the “political allies
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and workers performed little or no work that they were purportedly hired to perform.” In total,
the Company admitted that from 2011 into 2019, the “indirect payments made to Public Official
A’s associates – who performed little or no work for ComEd – totaled approximately
$1,324,500.” In addition, at Public Official A’s request, ComEd appointed an associate of Public
Official A to the ComEd Board of Directors, and ComEd also retained a law firm favored by
Public Official A and set up an internship program that hired interns from Public Official A’s
ward, all “with the intent to influence and reward Public Official A in connection with [his]
official duties.”
ANSWER: Deny Paragraph 7, except admit that ComEd entered into the DPA and
respectfully refer the Court to the DPA for a complete and accurate statement of its contents.
8. In exchange for the bribes, the DPA notes that the Company received the passage
of favorable legislation, providing ComEd with “greater than $150,000,000.” In addition to the
$150 million or more that was obtained as a result of ComEd rate increases from the favorable
legislation that Exelon was able to get passed, that legislation also provided for Exelon
Generation to receive up to another $2.35 billion over ten years in government-authorized
subsidies to benefit its financially troubled nuclear power plants.
9. The financial benefits of Exelon’s shift in strategy from legitimate lobbying to the
illegal bribery scheme that was concealed from investors were immediate and dramatic. For
example, Defendant Von Hoene stated in 2014, “We were in bad stead with the speaker [Public
Official A] for a long time. We’ve managed to crawl out of that hole.” Media also noted the
reversal and referred to Exelon’s “high-octane lobbying operation that made it the most
influential company in Springfield, [Illinois]” and referred to the outside lobbyists retained by
Exelon and ComEd as a “powerhouse list of influencers at the state Capitol.” More specifically,
the Company obtained passage of several laws that provided substantial economic benefits after
beginning the bribery scheme in 2011.
ANSWER: Deny Paragraph 9, except admit that the Chicago Tribune published an
article on or about August 15, 2014, that Crain’s Chicago Business (“Crain’s”) published an
article on or about October 24, 2019, that WBEZ Chicago published an article on or about
November 14, 2019, and that ComEd entered into the DPA, which addresses certain of the
matters alleged in Paragraph 9, and respectfully refer the Court to the articles and the DPA for a
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10. First, in 2011, ComEd won approval of the Energy Infrastructure Modernization
Act (“EIMA”), which provided for beneficial rate increases. That victory flipped Illinois from
what financial analysts described as “one of the most difficult regulatory environments in the
country” to “one of the better ones in the U.S.” More specifically, EIMA replaced a contentious
and unpredictable process ComEd had engaged in with the Illinois Commerce Commission
(“ICC”) when requesting rate adjustments with a “formula rate” system that essentially put rate-
setting on cruise control, providing for predictable and repeated profits. In addition, EIMA
authorized ComEd to spend $2.6 billion on infrastructure improvements to ComEd’s “grid” – the
system of power lines and other components that delivers electricity to consumers. This was
significant because ComEd’s authorized rates are based, in part, on providing a return on its
assets, so the larger its asset base, the more it could profit. The bribery scheme was so successful
that even though consumer advocates and the ICC opposed EIMA, the Illinois General Assembly
voted not just to enact the law, but also to override Governor Patrick Quinn’s veto. In 2015, the
Illinois General Assembly extended EIMA’s formula rates through 2019. Defendant
Pramaggiore would later describe EIMA as a “game-changer for ComEd.”
ANSWER: Deny Paragraph 10, except deny knowledge or information sufficient to
form a belief as to the truth of the allegations about unspecified financial analysts, and admit that
the Energy Infrastructure Modernization Act (“EIMA”) was passed in 2011 over then-Governor
Pat Quinn’s veto and that ComEd entered into the DPA, which addresses certain of the matters
alleged in Paragraph 10, and respectfully refer the Court to the DPA and EIMA for a complete
11. Second, on December 1, 2016, the Illinois General Assembly voted to pass the
Future Energy Jobs Act (“FEJA”), which provided for subsidies as well as further rate increases.
More specifically, FEJA provided Exelon with up to $2.35 billion in subsidies over ten years to
“bailout” two failing Illinois nuclear plants. These payments would come in the form of up to
$235 million in annual zero-emission credits (“ZECs”) paid to Exelon Generation for generating
zero-emission power from nuclear plants, the cost of which are passed through to ComEd’s
customers. FEJA also authorized ComEd to again increase its rate base, which further increased
its profits, and extended the EIMA formula rates to 2022. Media and politicians commented on
Exelon’s powerful legislative influence, as FEJA was passed on the final day of the Illinois
General Assembly’s fall legislative session even though the Illinois General Assembly had not
yet voted on a budget for 2017. At that time, one Illinois representative – presumably unaware of
the bribery scheme that enabled Exelon to flex such power – questioned why the legislature was
even discussing “a multibillion-dollar corporate bailout for one of the most profitable energy
companies in the state” at such a time. In addition, financial analysts have emphasized the
positive financial impact from EIMA and FEJA and stated they were “impressed with the
lobbying success [Exelon] has had.”
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form a belief as to the truth of the allegations about unspecified legislators and financial analysts,
and admit that the Future Energy Jobs Act (“FEJA”) was passed in 2016 and that ComEd entered
into the DPA, which addresses certain of the matters alleged in Paragraph 11, and respectfully
refer the Court to the DPA and FEJA for a complete and accurate statement of their contents.
12. The financial benefits from the bribery scheme, as reflected in the passage of
EIMA and FEJA, have been exceptional for Exelon and ComEd. In addition to the massive
subsidies under FEJA to Exelon Generation, under EIMA’s formula rates, ComEd’s electricity
delivery rates have increased more than 30% from 2013 to 2019 and its net income has increased
176%, from $249 million in 2013 to $688 million in 2019. Exelon’s financial performance,
enhanced by its legislative successes, made it a highly-attractive investment. However,
unbeknownst to investors, Exelon’s legislative successes, and the financial benefits it derived
therefrom, were illusory and exposed the Company to massive financial risks because they were
obtained through the illegal bribery scheme. Investors were unaware of this reality because,
throughout the Class Period, Defendants made false and misleading statements that concealed
the bribery scheme and attributed the legislative victories to legitimate lobbying activities. For
example, Defendants claimed they were engaging in legitimate and legal lobbying efforts, such
as “working with the coalitions as hard as we can to have something . . . that the legislature
supports” and presenting such support when they “met with the leadership of both the House
and Senate, talking about what we need to do and them showing their support.” Defendants
concealed their bribery scheme and reinforced their purported legitimate lobbying activities by
claiming they were “committed to conducting [their] business with government agencies and
officials with the highest ethical standards” and they “never . . . offer . . . any form of payment
or incentive intended to improperly influence a decision.”
form a belief as to the truth of certain unattributed quotations, and admit that ComEd entered into
the DPA, which addresses certain of the matters alleged in Paragraph 12, and respectfully refer
the Court to the DPA for a complete and accurate statement of its contents.
13. However, the bribery scheme was eventually uncovered, and the Company agreed
to pay a $200 million criminal penalty as part of entering into the DPA and admitting the bribery
scheme took place from 2011 into 2019. In addition to the $200 million payment, proposed new
favorable legislation, which was initially expected to pass in the spring or fall of 2019, has not
advanced after the disclosure of the bribery scheme.
ANSWER: Deny Paragraph 13, except admit that ComEd entered into the DPA, and
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14. As a result of Defendants’ false and misleading statements, Exelon’s stock price
traded at artificially inflated prices, reaching as high as $50 per share during the Class Period. As
the truth was revealed, Exelon’s stock price dropped, causing significant investor losses. For
example, after market close on July 18, 2019, the Chicago Tribune published a report disclosing
that the FBI had “raided” the home of one of the Company’s most important outside lobbyists,
Michael McClain (“McClain”), who was a longtime friend of Public Official A. On this news,
Exelon’s stock price declined, erasing more than $1 billion in market capitalization. Seven days
later, on July 24, 2019, the Chicago Tribune reported that it obtained records showing that
outside ComEd lobbyists, including McClain, had sent a total of $10,000 worth of checks to a
former aide to Public Official A. On this news, Exelon common stock declined again to trade at
approximately $45.48 per share, eliminating another $850 million in market capitalization.
However, Exelon’s stock remained artificially inflated, as Defendants continued to make false
and misleading statements that mitigated the negative impact of the disclosures of investigations
into politicians and outside ComEd lobbyists and concealed the bribery scheme by omitting to
disclose the underlying conduct and the Company’s and its senior executives role in the bribery
scheme.
ANSWER: Deny Paragraph 14, except admit that the Chicago Tribune published
reports and/or articles on or about July 18, 2019 and July 24, 2019, and respectfully refer the
Court to the reports and/or articles for a complete and accurate statement of their contents.
15. As further example, just days after Exelon and ComEd disclosed the receipt of a
(second) grand jury subpoena from the U.S. Attorney’s Office for the Northern District of
Illinois, on October 15, 2019, Exelon and ComEd revealed that Defendant Pramaggiore was
leaving the Company, “effective immediately.” The next morning, the Chicago Tribune reported
that “[a] source with knowledge of the investigation told the Tribune that Pramaggiore is one
focus of the ongoing federal probe.” Financial analysts reported on October 16, 2019, that:
The sudden departure of Pramaggiore after EXC [Exelon] disclosed receiving a

second subpoena from the U.S. Attorney’s office six days ago cannot be
interpreted in any other way [than] being directly related to each other, meaning
the risk that ComEd/EXC are not just being asked to supply information to the
investigation but could also be under scrutiny for criminal behavior is now
heightened.
Following this news, Exelon’s stock price fell approximately $2 per share, eliminating nearly $3
billion in market capitalization.
ANSWER: Deny Paragraph 15, except admit that on October 4, 2019 Exelon and
ComEd received a grand jury subpoena from the U.S. Attorney’s Office for the Northern District
of Illinois, that on October 15, 2019 Ms. Pramaggiore announced her decision to retire from her
positions and the board of ComEd, and that the Chicago Tribune published an article on or about
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October 16, 2019, and respectfully refer the Court to the article and Exelon’s and ComEd’s
public filings for a complete and accurate statement of their contents.
16. Finally, on October 31, 2019, Exelon and ComEd disclosed that, in addition to the
investigation by the U.S. Attorney’s office, “the SEC notified Exelon and ComEd that it has also
opened an investigation into their lobbying activities.” Exelon’s stock declined more than $1 per
share, eliminating another $1 billion in market capitalization.
ANSWER: Deny Paragraph 16, except admit that Exelon and ComEd filed a Form
10-Q, dated October 31, 2019, and respectfully refer the Court to the Form 10-Q for a complete
and accurate statement of its contents.
17. The Company ultimately resolved the investigation by admitting the bribery
scheme and agreeing to pay a $200 million criminal penalty under the DPA with the U.S.
Attorney’s Office for the Northern District of Illinois.
JURISDICTION AND VENUE
18. The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the
Exchange Act, 15 U.S.C. §§78j(b) and 78t(a), and SEC Rule 10b-5, 17 C.F.R. §240.10b-5,
promulgated thereunder.
ANSWER: Paragraph 18 contains a characterization of Plaintiff’s claims in this Action,
to which no response is required. To the extent a response is required, the Exelon and ComEd
Defendants deny Paragraph 18.
19. This Court has jurisdiction over the subject matter of this action pursuant to 28
U.S.C. §§1331 and 1337, and §27 of the Exchange Act, 15 U.S.C. §78aa.
ANSWER: Paragraph 19 purports to state a legal conclusion, to which no response is
required. To the extent a response is required, the Exelon and ComEd Defendants admit that this
Court has jurisdiction over this Action, but otherwise deny Paragraph 19.
20. Venue is proper in this district pursuant to 28 U.S.C. §1391(b)-(c), and §27 of the
Exchange Act, 15 U.S.C. §78aa. Exelon is headquartered in this district, Defendants conduct
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business in this district, and a significant portion of Defendants’ activities took place in this
district.
required. To the extent a response is required, the Exelon and ComEd Defendants admit that
venue is proper in this Court in this Action, that Exelon is headquartered in Illinois, and that
ComEd provides services in Illinois, but otherwise deny Paragraph 20.
21. In connection with the acts alleged in this complaint, Defendants, directly or
indirectly, used the means and instrumentalities of interstate commerce, including, but not
limited to, the mails, interstate telephone communications, and the facilities of the national
securities markets.
required. To the extent a response is required, the Exelon and ComEd Defendants deny
Paragraph 21.
PARTIES
22. Plaintiff Local 295 IBT Employer Group Pension Trust Fund purchased shares of
Exelon common stock during the Class Period and was damaged thereby. See ECF No. 27-2.
ANSWER: Deny knowledge or information sufficient to form a belief as to the truth of
the allegations in Paragraph 22, except deny that Plaintiff Local 295 IBT Employer Group
Pension Trust Fund was damaged by any purchase of shares of Exelon common stock.
23. Defendant Exelon is a Pennsylvania corporation with its principal executive

offices in Chicago, Illinois. Exelon’s common stock trades on the Nasdaq Stock Market
(“NASDAQ”) under the ticker symbol “EXC.” Prior to September 25, 2019, Exelon common
stock traded on the New York Stock Exchange (“NYSE”) under the same ticker symbol.
ANSWER: Admit Paragraph 23.
24. Defendant ComEd is an Illinois corporation with its principal executive offices in
Chicago, Illinois. As set forth in ComEd’s SEC filings, ComEd is “a controlled subsidiary of
Exelon,” with Exelon owning more than 99.9% of ComEd’s outstanding stock. As such, Exelon
and its Board of Directors fulfill several management and oversight functions for ComEd.
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ANSWER: Deny Paragraph 24, except admit that ComEd is an Illinois corporation with
its principal executive offices in Chicago, Illinois and that ComEd is a subsidiary of Exelon.
25. Defendant Pramaggiore served as CEO of Exelon Utilities, and Senior Executive
Vice President of Exelon starting in 2018. Pramaggiore also served as Vice Chairman of the
Board of ComEd starting in 2012. On October 15, 2019, Pramaggiore abruptly retired from all
positions. Previously, Pramaggiore served as CEO of ComEd from 2012 to 2018 and as
President of ComEd from 2009 to 2018.
ANSWER: Deny Paragraph 25, except admit that Ms. Pramaggiore served as CEO of
Exelon Utilities and Senior Executive Vice President of Exelon starting in 2018, that Ms.
Pramaggiore also served as Vice Chairman of the Board of ComEd starting in 2012, that on or
about October 15, 2019 Ms. Pramaggiore announced her decision to retire from her positions and
the board of ComEd, and that Ms. Pramaggiore served as CEO of ComEd from 2012 to 2018 and
as President of ComEd from 2009 to 2018.
26. Defendant Crane has served as CEO and a Director of Exelon, and Chairman of
the Board of ComEd, since 2012. He has also served as President of Exelon since 2008.
27. Defendant Von Hoene has served as Senior Executive Vice President and CSO of
Exelon since 2012. Von Hoene has served as an Executive Vice President of Exelon since 2008.
ANSWER: Admit that Mr. Von Hoene served as Senior Executive Vice President and
CSO of Exelon between 2012 and 2021 and as an Executive Vice President between 2008 and
2021.
28. Defendant Dominguez has served as CEO and a Director of ComEd since 2018.
Previously, Dominguez served as Exelon’s Senior or Executive Vice President of Governmental
and Regulatory Affairs and Public Policy from 2012 to 2018.
29. Defendants Crane, Von Hoene, Pramaggiore, and Dominguez are collectively
referred to herein as the “Individual Defendants.”
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ANSWER: Paragraph 29 consists of defined terms that will be used later in the
Complaint, to which no response is required.
FACTUAL BACKGROUND
The Electricity Distribution Industry
30. By way of background, electricity is created by generators powered most

commonly by nuclear reactions, the burning of coal, or natural gas. These generators are the
central components of power plants located throughout the country.
ANSWER: Deny Paragraph 30, except admit that electricity can be created by
generators powered by nuclear reactions, the burning of coal, or natural gas and that generators
are components of power plants.
31. The electricity is delivered to consumers over a system called the “grid,”
consisting of power lines, transformers, and other facilities. Because the startup costs of building
out and developing grids is very expensive, and it was not feasible to have multiple companies
attempting to build out duplicative grids for the same areas, utility companies were authorized by
state governments to operate as monopolies for the areas they served. To prevent these
companies from misusing their monopoly status, state governments passed laws that created
“public utility commissions” or “PUCs,” which regulated the electricity prices charged by utility
companies.
ANSWER: Deny Paragraph 31, except admit that electricity is delivered to consumers
over a system that can be referred to as the “grid” and that certain state governments created
regulators often referred to as “public utility commissions” to regulate electric and other utilities.
32. Over time, local utilities have connected their grids in order to distribute
electricity over longer distances from larger, more centralized power plants. This means that
although electricity continues to be delivered to consumers by local electric utility companies
operating their own portions of the grid, the electricity may be generated at a large centralized
power plant located in another city or state and owned by a different company.
ANSWER: Deny Paragraph 32, except admit that local utilities have connected their
grids and that electricity delivered to consumers may be generated at power plants located in
another city or state and owned by a different company.
33. To ensure that electricity is being reliably transferred when needed, many regions
have established regional transmission organizations (“RTOs”) that manage and operate the
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interconnected grid of various utility companies. In addition to managing the grid’s operations,
RTOs are responsible for creating competitive wholesale electricity markets that manage supply
and demand. RTOs buy electricity from the electric generation companies through auctions
conducted throughout each day and resell the electricity to the member utility companies. In
addition to these “energy market” auctions, many RTOs conduct annual “capacity market”
auctions, in which generators provide bid prices to stand ready to supply additional power when
needed. Utility companies typically purchase “capacity” to avoid electricity shortages in times of
peak demand.
ANSWER: Deny Paragraph 33, except admit that regional transmission organizations
(“RTOs”) exist in some regions and participate in the purchase and sale of electricity.
Exelon and ComEd’s Profits and “Rate Base”
34. Headquartered in Illinois, Exelon is a utility services holding company that does
business in the United States and Canada. As noted, Exelon operates primarily through two sets
of subsidiaries: “Generation” and “Utilities.” Exelon Generation is one of the largest electric
generation companies in the United States, producing electricity through nuclear, fossil fuel (e.g.,
natural gas and oil), and renewable (e.g., wind) power plants. Exelon Generation sells electricity
directly to retail customers, such as large corporations, and to wholesaler RTOs.
ANSWER: Deny Paragraph 34, except admit that Exelon is headquartered in Illinois
and that its subsidiaries are energy providers that do business in the United States and Canada,
that Exelon conducts business through its Generation and Utilities subsidiaries, that Exelon
Generation generates energy through various means, including through nuclear, natural gas and
oil, and wind sources, and that Exelon Generation sells electricity directly to retail customers,
such as large corporations, and in wholesale markets operated and managed by RTOs under
regulation by the Federal Energy Regulatory Commission, where such sales are allowed by law.
35. ComEd is Exelon’s utility company that services northern Illinois. ComEd is
Exelon’s largest utility company and accounted for more than 30% of Exelon’s total 2018 net
income of $2.01 billion. ComEd’s 2018 net income exceeded any other Exelon subsidiary by
more than $200 million:
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Exelon Companies’ 2018 Net Income (millions)1
ANSWER: Deny Paragraph 35, except admit that ComEd provides electric service
across northern Illinois, that in 2018 ComEd reported $664 million in net income, which
comprises approximately 33% of Exelon’s net income for 2018, and that Exelon Utilities’ six
utilities are BGE, ComEd, PECO, Atlantic City Electric, Delmarva Power, and Pepco.
36. ComEd does not profit from marking up the cost of electricity it sells. Because
utilities are state-authorized monopolies, PUCs require utility companies to resell electricity at
the same price paid to RTOs in the wholesale markets. ComEd, for example, has stated that it
“buys electricity in the competitive wholesale market . . . and passes it through to customers at
cost” such that “ComEd does not earn any profit on the electricity supply.”
ANSWER: Deny Paragraph 36, except admit that ComEd is required to resell certain
electricity at a price determined by a state regulated auction process that is based in part on the
1
ACE, DPL, Pepco, BGE, and PECO are the remaining utility companies making up Exelon Utilities.
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same price paid in RTO operated markets and that, because ComEd does not mark up the cost of
electricity it sells, it does not profit from such activity.
37. Instead, ComEd and other utility companies profit from an additional delivery
service rate charged to customers, which is usually set by PUCs at an amount that allows the
utility company to receive a specified return on its investments. The larger the utility company’s
investment or assets, referred to as the “rate base,” the higher the profit. Thus, utility companies
are incentivized to spend money to build infrastructure and increase their rate base. To make sure
that utility companies do not overspend on needless infrastructure to secure larger profits, PUCs
have typically reviewed proposed improvements to ensure that they are justified and prudent.
ANSWER: Deny Paragraph 37, except admit that ComEd charges a delivery service rate
that is set by the ICC.
Compliance Was Critical to the Company’s Highly-Regulated Business
38. While all businesses are subject to laws, Exelon’s revenues were directly
impacted by legislation that impacted the rates ComEd could charge or the subsidies Exelon
Generation might receive. Exelon has repeatedly acknowledged that because of its dependence
upon favorable legislation, it was critical that Exelon have robust compliance programs and
maintain a reputation of integrity worthy of favorable treatment by legislatures, regulators, and
policymakers. For example, Exelon and ComEd’s combined annual report on Form 10-K for the
period ending December 31, 2018 (“2018 Form 10-K”) attached as Exhibit 14 and incorporated
by reference the “Exelon Corporation Code of Business Conduct” (the “Exhibit 14 Code of
Conduct”). In a “Message from the CEO,” the Exhibit 14 Code of Conduct emphasized that
“individuals and institutions have invested billions of dollars in our business with the expectation
that we will honestly and productively use this capital to profitably operate our Company and
increase shareholder value,” and “[w]e will be successful if we operate our Company, employ
our people and finance our business in accordance with the highest ethical standards and with the
law. We will destroy shareholder value if we do not.” The message added, “[o]ur Company’s
success depends on each of us living up to these standards.”
ANSWER: Deny Paragraph 38, except admit that legislation affects Exelon’s business
and that Exelon and ComEd filed an annual report on Form 10-K for the period ending
December 31, 2018, and respectfully refer the Court to the Form 10-K for a complete and
39. The Exhibit 14 Code of Conduct stated that it applied to all Exelon “directors,
officers and employees,” as well as all Exelon “subsidiaries” and all “[t]hird parties . . . such as
consultants.” The Exhibit 14 Code of Conduct also assured investors that Exelon had robust
compliance systems in place, for example, stating that all “non-represented employees [(e.g.,
non-union)] must complete each year a certification of compliance questionnaire. A completed
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certification questionnaire is a condition of employment for all non-represented employees.” It

made clear that anyone who “[a]uthorizes or participates in actions [that] violate the law or this
Code” or who “[f]ails to complete or falsely completes a certification of compliance,” may be
subject to discipline, including “termination [of employment]” or referral “to law enforcement
for criminal prosecution.” In addition, the Exelon Corporation Code of Business Conduct
(“Company Code of Conduct”) published on Exelon’s website, likewise acknowledged that
illegal conduct, such as paying bribes, would have a negative impact on the ability to secure
favorable legislation in the future.2 Specifically, the Company Code of Conduct stated, “Bribes
or kickbacks of any kind, whether involving commercial partners or government agents or
officials, are unethical and violate our core values and the Code. They are also illegal.”
Emphasizing the point, the Company Code of Conduct stated:
A BRIBE occurs when someone gives or promises another person something of

value to obtain an undue business advantage. Examples of bribery include,
* * *
Providing something of value for the benefit of a public official in a position to

make a decision that could benefit the company.
* * *
Bribes and kickbacks of any kind are unethical, illegal and violate our core values
and the Code.
ANSWER: Deny Paragraph 39, except admit that Exelon attached a Code of Business
Conduct as Exhibit 14 to certain Forms 10-K, including for the period ending December 31,
2018, and that Exelon’s Code of Business Conduct was available on its website, and respectfully
refer the Court to the 2018 Form 10-K and Exelon’s Code of Business Conduct for a complete
40. As admitted in the DPA, the Company Code of Conduct also “required employees
and agents to (a) ‘[k]eep accurate and complete records so all payments are honestly detailed and
company funds are not used for unlawful purposes’; (b) [c]onduct due diligence on all potential
agents, consultants or other business partners’; and (c) ‘[n]ever use a third party to make
payments or offers that could be improper.’”
2
The Company Code of Conduct was adopted by the Exelon Board after the Exhibit 14 Code of Conduct, but
Exelon continues to attach the Exhibit 14 Code of Conduct to its annual reports. See also infra ¶103.
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ANSWER: Deny Paragraph 40, except admit that ComEd entered into the DPA and that
Exelon had a Code of Business Conduct and respectfully refer the Court to the DPA and
Exelon’s Code of Business Conduct for a complete and accurate statement of their contents.
41. Exelon further acknowledged the importance of maintaining a reputation for

honest dealings with government actors by creating a set of guidelines specific to political gifts
called the Corporate Political Contributions Guidelines (“Contributions Guidelines”), which
were published on the Company website and accompanied by semi-annual reports purporting to
publicly disclose all political contributions. The “Limitations” section of the Contributions
Guidelines stated that “Political Contributions shall comply with all applicable laws and
regulations related to ethics in government, lobbying, and political contributions.” The
Contributions Guidelines defined “Political Contribution” as including “any gift or other transfer
of money” or “or any provision of services” to “any candidate for election to public office” or to
any “political party.”
ANSWER: Deny Paragraph 41, except admit that Exelon had Corporate Political
Contributions Guidelines and that it released Political Contributions Reports, and respectfully
refer the Court to the Corporate Political Contributions Guidelines and the Political
Contributions Reports for a complete and accurate statement of their contents.
Influencing Public Official A Was Critical to Passing Favorable Legislation
42. The Company depended on favorable legislation in Illinois to ensure profitability,

including laws that provided for increased ComEd rates and infrastructure spending. In filings
with the SEC, Exelon and ComEd have made clear the impact of legislation on their profitability,
stating, “[f]undamental changes in regulations or other adverse legislative actions affecting the
[companies’] businesses would require changes in their business planning models and operations
and could negatively impact their respective consolidated financial statements.” Additional
Company disclosures state that Exelon and ComEd are “profoundly affected by decisions of
elected and appointed . . . officials” and their success “depends on sound public policies.” For
ComEd and Exelon Generation, the laws considered and passed by the Illinois General Assembly
have a particularly significant impact.
ANSWER: Deny Paragraph 42, except admit that laws passed by the Illinois General
Assembly have an impact on ComEd and Exelon Generation and that Exelon has filed
documents with the SEC, and respectfully refer the Court to the documents for a complete and
accurate statements of their contents.
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43. In Illinois, ComEd is regulated by the ICC, but the Illinois General Assembly can
establish the process by which the ICC sets or approves rates and the evidence ComEd is
required to present to obtain approval, and it can also set ComEd’s rate of return on its
investments and authorize infrastructure spending by ComEd, which increases ComEd’s rate
base. As the Company admitted in the DPA, the Illinois General Assembly “has routinely
considered bills and passed legislation that has had a substantial impact on ComEd’s operations
and profitability, including legislation that affects the regulatory process ComEd uses to
determine the rates ComEd charges its customers for the delivery of electricity.”
ANSWER: Deny Paragraph 43, except admit that ComEd is regulated by the ICC, that
laws passed by the Illinois General Assembly have an impact on ComEd, and that ComEd
entered into the DPA, and respectfully refer the Court to the DPA for a complete and accurate
statement of its contents.
44. The Illinois General Assembly can also pass legislation directly impacting Exelon
Generation’s operations, such as encouraging clean energy by authorizing subsidies to Exelon
for nuclear plants operating at low or zero emission levels.
the allegations in Paragraph 44, except admit that the Illinois General Assembly can pass
legislation that may impact Exelon Generation’s operations.
45. In the Illinois General Assembly, Public Official A serves as the Speaker of the
House and is also the Chairman of the Democratic party of Illinois. Public Official A maintains a
vast network of influence in Illinois state and city government. Both the Chicago Tribune and
Chicago Sun-Times have deemed Public Official A “the most powerful politician” in Illinois, and
Chicago Magazine dubbed him the “King of Illinois.” He has served as House Speaker for 35
years and is the longest serving member of the House of Representatives. Former Exelon CEO
John Rowe (retired in 2012) recently told Crain’s Chicago Business (“Crain’s”) that Public
Official A “‘is immensely powerful. For the 22 years I have been in Chicago, the most powerful
person in the state.’” As both House Speaker and head of the Illinois Democratic Party, Public
Official A was reportedly able to influence the makeup of legislative committees, how
lawmakers vote, and when, if ever, bills get voted on. For example, according to Chicago
Magazine, Public Official A “is famous for reading every bill and every line of the state’s $34
billion budget. Nothing gets passed without his blessing.”
the allegations in Paragraph 45, except admit that the Chicago Tribune, Chicago Sun-Times,
Chicago Magazine, and Crain’s published articles that refer to Public Official A and that ComEd
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entered into the DPA, which addresses certain of the matters alleged in Paragraph 45, and
respectfully refer the Court to the DPA and the articles for a complete and accurate statement of
their contents.
46. The Company admitted in the DPA that “Public Official A was able to exercise
control over what measures were called for a vote in the House of Representatives and had
substantial influence and control over fellow lawmakers concerning legislation, including
legislation that affected ComEd.”
Prior to the Bribery Scheme, Exelon and ComEd’s Legitimate Lobbying Efforts Were
Failing
47. Following the codes of ethics and conduct, Exelon and ComEd’s lobbying
strategies had to rely on traditional lobbying efforts, such as “researching and analyzing
legislation or regulatory proposals”; “monitoring and reporting on developments; attending
congressional or regulatory hearings”; “working with coalitions interested in the same issues”;
and “educating government officials.”3 But, employing those tactics proved unsuccessful in
Illinois as Exelon and ComEd had little success in securing passage of favorable legislation.
ANSWER: Deny Paragraph 47, except admit that Exelon maintained a Code of
Business Conduct and Corporate Political Contributions Guidelines, that the Association of
Government Relations Professionals has a page on its website titled “What is Lobbying?,” and
respectfully refer the Court to those documents and webpage for a complete and accurate
statement of their contents.
48. Notably, in the early 2000s, the Company had fallen into disfavor with Public
Official A. According Crain’s, Public Official A “torpedoed a rate hike” proposed by ComEd in
2003, which started “four years of cold and hot warfare” between Public Official A and Exelon’s
then-CEO, John Rowe. The Chicago Tribune also reported that in 2003, Public Official A
claimed ComEd was being deceptive about its desire to increase rates, telling members of a
House Committee, “I don’t think they told us the truth.” As noted, on October 2, 2006, Public
Official A wrote a letter to the Illinois Governor, stating that expected rate increases of 25% or
3
See What is Lobbying?, Association of Government Relations Professionals, http://grprofessionals.org/about-
lobbying/what-is-lobbying (last accessed September 7, 2020).
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more for ComEd and other utilities would “turn already record earnings and profits into
exorbitant gains for their executives and shareholders – at the expense of working families,
senior citizens and those on fixed incomes” and sought to “keep the current rate freeze in effect
until 2010.”
ANSWER: Deny Paragraph 48, except admit that Crain’s published an article on or
about December 20, 2019, that the Chicago Tribune published an article on or about November
20, 2003, and that Michael J. Madigan wrote a letter to then-Governor Blagojevich on or about
October 2, 2006, and respectfully refer the Court to the articles and the letter for a complete and
accurate statement of their contents.
49. In 2007, according to Crain’s, ComEd was finally able to secure a rate increase,
but only because of “rock-solid backing” from the then Illinois Senate President. In 2008,
however, the Senate President announced he was retiring, which meant that the Company’s
political ally in Illinois state government would soon be gone.
ANSWER: Deny Paragraph 49, except admit that in 2008 the then-Illinois Senate
President announced that he was retiring and that Crain’s published an article on or about
December 20, 2019, and respectfully refer the Court to the article for a complete and accurate
50. Thereafter, it became a priority for Exelon and ComEd to convert Public Official
A and his allies from opponents to supporters. At an investor conference in March 2009, for
example, then-CEO of ComEd Frank Clark said that “sometimes I envy” the CEO of Exelon’s
Pennsylvania utility subsidiary who “has a luxury of a [different] regulatory climate and a
political climate.” On an earnings call in April 2010, Mr. Clark again referenced the challenging
regulatory atmosphere in Illinois, noting that “[t]he Illinois regulatory climate is directly related
to the Illinois political climate, which is as it has been for the last decade at an interesting state.”
ANSWER: Deny Paragraph 50, except admit that Frank Clark participated in a
March 10, 2009 Exelon Investor Conference and April 23, 2010 earnings call and that ComEd
respectfully refer the Court to the DPA and the transcripts of the conference and earnings call for
complete and accurate statements of their contents.
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51. The Company again confirmed its inability to get traction with the Illinois
legislature through its lobbying efforts when it announced the swift defeat of one of its proposals
in mid-2010. On May 4, 2010, the Company announced that it had submitted to Illinois state
leaders a proposal for new energy legislation addressing power rates and infrastructure
investments. About 24 hours later, the Company declared the proposed legislation dead, stating:
“We acknowledge and respect the concerns many public officials have and will move on.” When
questioned about the announcement and abrupt withdrawal of the proposed legislation during an
earnings call the following week, Defendant Von Hoene admitted their lobbying efforts had
failed, explaining: “We put together that package. We socialized it very carefully with all the
stakeholders, regulatory and legislative, before it surfaced last week. It did not carry the day and
when it became apparent that there wouldn’t be sufficient political support for it we withdrew the
proposal.”
form a belief as to whether Mr. Von Hoene made the quoted statement, admit that in 2010
ComEd issued a “Statement from ComEd regarding Public/Private Partnership,” and respectfully
refer the Court to the statement for a complete and accurate statement of its contents.
Exelon and ComEd Shifted to an Illegal Bribery Strategy in Illinois
52. According to the DPA, the bribery scheme began in 2011. At that time, Exelon
and ComEd’s goal of securing Public Official A’s support became critical as they again sought
to enact major legislation in Illinois. ComEd faced what financial analysts described as “one of
the most challenging regulatory environments in the U.S.,” which included “a decade of utility
rate caps [and] contentious regulatory relationships.” More specifically, under the Illinois
regulatory framework, ComEd would present its rate requests to the ICC, which would then
conduct contentious hearings in which it would analyze and challenge the reasonableness of each
piece of ComEd’s requested rate of return, its rate base, and its expenses. The ICC approved
rates far below ComEd’s requests, prompting appeals and battles before administrative law
judges and in Illinois courts. For example, for 2010, ComEd requested rates to satisfy a revenue
requirement of $343 million, but the ICC approved just $143 million.
form a belief as to the truth of statements about unspecified financial analysts, and admit that
ComEd entered into the DPA, and respectfully refer the Court to the DPA for a complete and
53. As a result of the legislative failure in 2010, ComEd worked to develop EIMA,
which was introduced to the Illinois General Assembly in February 2011. Defendant Von Hoene
stated that EIMA was “introduced in Illinois with our support and with our help in constructing
it.” Passage of EIMA would substantially benefit ComEd in two ways.
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form a belief as to whether Mr. Von Hoene made the quoted statement, and admit that EIMA
was introduced to the Illinois General Assembly in February 2011 and that ComEd entered into
the DPA, which addresses certain of the matters alleged in Paragraph 53, and respectfully refer
the Court to the DPA for a complete and accurate statements of its contents.
54. First, it would provide for a new rate formula process (called “formula rates”) that
would essentially put electric rates on cruise control, guaranteeing ComEd market-based returns
on its infrastructure investments and reducing regulators’ authority over the rate-making process.
ComEd would be guaranteed to earn a specific return on its investment under the new formula
approach, which would also include a “true-up” process such that if ComEd’s rates fell short of
ComEd’s expenses in one year, the rates would climb that much more the next year to make
ComEd whole. Second, EIMA would authorize ComEd to spend – and therefore increase its rate
base – $2.6 billion on grid infrastructure improvements.
ANSWER: Deny Paragraph 54, and respectfully refer the Court to EIMA for a complete
55. EIMA faced significant opposition from consumer advocate groups and
politicians accusing the legislation of being designed to ensure ComEd profits at the expense of
increased rates for Illinois consumers. For example, AARP issued a release stating that EIMA
would allow ComEd “to impose nearly automatic rate hikes and secure company profits with
virtually no regulatory oversight,” which would “tak[e] the voice of the consumer out of the
ratemaking process and paving the way for even higher profit[s].”
ANSWER: Deny Paragraph 55, except admit that the AARP Illinois issued a release,
and respectfully refer the Court to the release for a complete and accurate statement of its
contents.
56. Thus, in 2011, ComEd commenced what would continue on as an eight-year

bribery scheme through which it made more than $1.3 million in improper payments to
associates of Public Official A. As admitted in the DPA:
From in or around 2011 through in or around 2019, in an effort to influence and

reward Public Official A’s efforts, as Speaker of the Illinois House of
Representatives, to assist ComEd with respect to legislation concerning ComEd
and its business, ComEd arranged for various associates of Public Official A’s,
including [his] political allies and individuals who performed political work for
Public Official A, to obtain jobs, vendor subcontracts, and monetary payments
associated with those jobs and subcontracts from ComEd, even in instances where
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certain political allies and workers performed little or no work that they were
purportedly hired to perform.
respectfully refer the Court to the DPA for a complete and accurate statements of its contents.
57. The DPA states that “certain senior executives and agents of ComEd” were
“aware of the[] payments from their inception until they were discontinued in or around 2019,”
were “aware of the purpose of these payments . . . namely, that they were intended to influence
and reward Public Official A in connection with Public Official A’s official duties and to
advance ComEd’s business interests,” and had “designed the[] payment arrangements in part to
conceal the size of payments made to Public Official A’s associates.” The DPA specifically
identified Defendant Pramaggiore and Fidel Marquez, Jr. (“Marquez”), ComEd’s former
Executive Vice President for Legislative and External Affairs, as being two senior executives
involved in the scheme. As media has reported, Pramaggiore is the person referred to as “CEO-
1” and Marquez is the person referred to as “Senior Executive 1,” in the DPA.4
58. The bribery scheme also involved three of Exelon’s most influential and
important outside lobbyists – McClain, Jay Doherty (“Doherty”), and John Hooker (“Hooker”):
a. As discussed, McClain is an Illinois lobbyist who served as a member of the

Illinois House of Representatives with Public Official A from 1972 to 1982, at
which time he began his lobbying career. McClain was Exelon and ComEd’s
most important lobbyist. He was one of Public Official A’s “closest confidants”
and a member of his “inner circle,” serving as a “vitally important sounding board
and strategist for the speaker.” As reported by the Chicago Tribune, “[a]fter he
became a lobbyist in the early 1980s, McClain often could be found camped out
in front of [Public Official A’s] third-floor Capitol office. McClain, who
frequently dined with [Public Official A] at his favorite Italian restaurant in
Springfield, provided [Public Official A] with a sounding board on legislative and
political strategy.” The Chicago Tribune reported that McClain “was a point man
in the discussions about major ComEd and parent company Exelon legislation for
4
The DPA describes CEO-1 as the CEO of ComEd between 2012 and 2018, and a senior executive at Exelon
Utilities from June 2018 to October 2019, which coincides with Pramaggiore’s time as CEO of ComEd and
CEO of Exelon Utilities. The DPA describes Senior Executive 1 as the Executive Vice President of Legislative
and External Affairs from 2012 to September 2019, which coincides with Marquez’s time in that role.
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decades.” McClain is referred to as “Individual A” in the DPA, which states that

McClain has “a close personal relationship with Public Official A.”5
b. Doherty was another key outside lobbyist for ComEd. Described by WBEZ
Chicago as “[o]ne of ComEd’s biggest lobbyists,” Doherty was the president of
the City Club of Chicago, a public affairs nonprofit that often hosts events for
politicians. Doherty was registered as a ComEd lobbyist for all eight years of the
bribery scheme, during which time ComEd reportedly paid Doherty more than
$3.1 million. Doherty is referred to as “Consultant 1” in the DPA, and his
company is referred to as “Company 1.”6
c. Hooker was Marquez’s predecessor and another key lobbyist for Exelon and
ComEd. For nearly the entire period of the bribery scheme, from 2012 to 2019,
Hooker served as an external lobbyist for ComEd. Hooker is referred to as
“Lobbyist 1” in the DPA.7
form a belief as to the truth of unattributed statements concerning McClain, and admit that the
Chicago Tribune published articles on or about July 18, 2019 and November 21, 2019, that
WBEZ Chicago published an article on or about November 14, 2019, and that ComEd entered
into the DPA, which addresses certain of the matters alleged in Paragraph 58, and respectfully
refer the Court to the DPA and the articles for a complete and accurate statement of their
contents.
59. The bribery scheme included having Public Official A, through McClain, identify
associates of Public Official A to receive payments. Thereafter, Pramaggiore and Marquez would
approve the payments, Doherty would contract with the associates as subcontractors to his
company, and then Doherty would submit invoices to ComEd that would appear as payments for
“legislative issues” or “legislative risk management activities,” a substantial portion of which
5
Media has also determined McClain to be Individual A since Individual A is described in the DPA as having
served in the Illinois House of Representatives for ten years starting in 1972 and as a ComEd lobbyist until
2019, which coincides with McClain’s time as an Illinois Representative and ComEd lobbyist.
6
The DPA describes Consultant 1 as the owner of Company 1, which performed consulting services for ComEd
until 2019. The Chicago Sun-Times and other media outlets have reported that Consultant 1 was Doherty and
Company 1 was Doherty’s consulting company.
7
The DPA describes Lobbyist 1 as ComEd’s Executive Vice President of Legislative and External Affairs from
2009 until his retirement in 2012, which media confirmed refers to Hooker as it coincides with Hooker’s time in
that role and his retirement.
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would be passed through as compensation to Public Official A’s associates despite the fact they
did little or no work for ComEd. In addition to Doherty’s company, ComEd utilized additional
third-party vendors to funnel the more than $1.3 million in payments to Public Official A’s
associates who did little or no work for ComEd.
ANSWER: Deny Paragraph 59, except admit that ComEd entered into the DPA, which
addresses certain of the matters alleged in Paragraph 59, and respectfully refer the Court to the
DPA for a complete and accurate statement of its contents.
60. The DPA details an example of the bribery, stating that in May 2018, “Public
Official A, through [McClain], asked [Pramaggiore] to hire a political ally of Public Official A
who was retiring from the Chicago City Council at the end of the month (‘Associate 3’).” Media
has reported that Associate 3 is former Alderman Michael Zalewski (“Zalewski”) – a longtime
ally of Public Official A and the father-in-law of the Chairperson of the ICC. According to the
DPA, “[Pramaggiore], in coordination with [Marquez] and [Doherty], agreed that ComEd would
pay [Zalewski] approximately $5,000 a month indirectly as a subcontractor through [Doherty’s
company].” The DPA adds that “[Pramaggiore] also agreed that Public Official A – rather than
an officer or employee of ComEd or [Doherty’s company] – would advise [Zalewski] of this new
arrangement.” Federal agents later conducted a search warrant of Zalewski’s residence, which
further corroborated media accounts that he was Associate 3.
61. In the DPA, the Company has admitted that the payments were not legitimate but
“were intended to influence and reward Public Official A in connection with the advancement
and passage of legislation favorable to ComEd in the Illinois General Assembly.” The DPA
refers to conversations in 2018 and 2019 among lobbyists and ComEd executives explaining that
associates of Public Official A were being paid by ComEd for improper purposes, for example,
because: (i) an associate was “‘one of the top three precinct captains’” for Public Official A
“who also ‘trains people how to go door to door . . . so just to give you an idea how important the
guy is,’” (ii) the associates were “former ward committeemen and aldermen” and paying them
“was a ‘favor,’” (iii) “Public Official A came to us. It’s just that simple,” and (iv) ComEd’s
“‘money comes from Springfield’” and it was necessary “‘to keep [Public Official A] happy,’”
which is “‘worth it, because you’d hear otherwise.’”
62. The DPA also details a conversation between McClain and Marquez in which
McClain advises Marquez, “‘don’t put anything in writing’ . . . because ‘all it can do is hurt ya.’”
The DPA included another conversation between Doherty and Marquez in which Doherty admits
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the associates of Public Official A did no work by saying they were paid by ComEd to “‘keep
their mouth shut’” and admitting “‘[b]ut do they do anything for me on a day to day basis? No.’”
63. As another example of their efforts to conceal the true purpose of the bribery
payments as detailed in the DPA, in March 2019, McClain and ComEd personnel “participated
in a meeting during which they discussed [Doherty’s company’s] contract and why the indirect
payments to Public Official A’s associates made under the guise of that contract should be
continued for another year.” ComEd thereafter renewed the contract. And, in a conversation
about the renewal, Hooker told McClain, “‘it’s uh, unmentioned, but you know, that which is
understood need not be mentioned,’” to which McClain responded, “‘Right. Exactly. Exactly.’”
64. In addition to the more than $1.3 million in payments, the Company admitted in
the DPA that ComEd retained a law firm, and provided that firm with thousands of hours of
billable work, at the behest of Public Official A, stating:
contract pursuant to which ComEd agreed to provide Law Firm A with a
minimum of 850 hours of attorney work per year. This contract was entered into
with Law Firm A, in part, with the intent to influence and reward Public Official
A in connection with Public Official A’s official duties and because personnel and
agents of ComEd understood that giving this contract to Law Firm A was
important to Public Official A.
65. In 2016, ComEd sought to reduce the hours provided to Law Firm A as part of its
contract renegotiation. However, according to the DPA, on January 20, 2016 McClain directed
Pramaggiore to continue the payments stating, “‘I am sure you know how valuable [an attorney
associated with Law Firm A] is to our Friend [Public Official A] I know the drill and so do you.
If you do not get involve [sic] and resolve this issue of 850 hours for his law firm per year then
he will go to our Friend [Public Official A]. Our Friend [Public Official A] will call me and then
I will call you. Is this a drill we must go through?’” Pramaggiore responded, “‘Sorry. No one
informed me. I am on this.’” Pramaggiore then “tasked a ComEd employee” who was working
on “obtaining legislative approval of FEJA, to ensure that Law Firm A’s contract was renewed.”
The contract was renewed, albeit with an undisclosed number of lower hours.
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66. According to the DPA, Public Official A – through McClain – also requested that
Pramaggiore secure the appointment of one of Public Official A’s associates, Juan Ochoa
(“Ochoa”), to ComEd’s Board of Directors. In May 2018, “in response to internal company
opposition to the appointment” of Ochoa, Pramaggiore instead offered to “arrange[] for [Ochoa]
to receive a part-time job that paid an equivalent amount of money to a board member position,
namely, $78,000 a year.” McClain told Pramaggiore that “Public Official A would appreciate if
[Pramaggiore] would ‘keep pressing’ for the appointment of [Ochoa], and [Pramaggiore] agreed
to do so.” Then, in September 2018, the DPA states that Pramaggiore assured McClain that she
“was continuing to advocate for the appointment of [Ochoa] made at Public Official A’s request
because ‘You take good care of me and so does our friend [Public Official A] and I will do the
67. Confirming that the bribery scheme continued well into 2019, on April 25, 2019,
Pramaggiore sent McClain a text message stating, “‘Just sent out Board approval to appoint
[Ochoa] to ComEd Board.’” ComEd disclosed the appointment of Ochoa the next day. As stated
in the DPA, “no one at ComEd or Exelon recruited [Ochoa] to serve as a director, and ComEd
did not interview or vet other outside candidates for the vacant board seat. ComEd appointed
[Ochoa], in part, with the intent to influence and reward Public Official A in connection with
Public Official A’s official duties.”
68. As yet another example of the bribery scheme, ComEd set up an internship
program that hired certain interns to gain favor with Public Official A. Specifically, starting no
later than 2013 and continuing into 2019, ComEd’s internship program “would accept a specified
target number of students who primarily resided” in Public Official A’s ward “and that were
recommended to ComEd by associates of Public Official A.” ComEd made these hires, “in part,
with the intent to influence and reward Public Official A in connection with Public Official A’s
official duties.”
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69. In addition to the $1.3 million in payments to associates of Public Official A,

retention and payment of thousands of billable hours to Law Firm A, appointment of Ochoa to
the ComEd Board of Directors, and adoption of the internship program that are all set forth in the
DPA, media has reported that the Company went to “unusual lengths” to influence Public
Official A by hosting fundraising events for his campaign and party. For example, a December 6,
2019 Crain’s article reported that, “[f]or at least five years, the utility [ComEd] and its top execs
have hosted an unusual big-bucks fundraiser for [Public Official A], who was key to enacting the
company’s Springfield agenda.” The article detailed that every fall since at least around 2014,
Exelon and ComEd had hosted an annual event for Public Official A that raised more than
$100,000 every year.
form a belief as to the truth of unspecified allegations about “media,” and admit that ComEd
entered into the DPA and that Crain’s published an article on or about December 6, 2019, and
respectfully refer the Court to the DPA and the article for a complete and accurate statement of
their contents.
70. Rather than constituting legal fundraising events to advance general political
interests, the efforts appear to be part of the bribery scheme, given all of the other bribes set forth
in the DPA and the Company’s admitted intent to influence Public Official A. In addition, the
Crain’s article noted that Exelon and ComEd did not host similar events for other Illinois
politicians. The article stated, for example, that while “ComEd regularly raised money for and
donated to other legislative leaders, those efforts were nothing of the magnitude on display for
[Public Official A], several sources familiar with its lobbying and fundraising operation tell
[Crain’s].” The article quoted a spokesperson for the House Republican leader as stating, “[t]hey
don’t do any type of event for [the House Republican leader].” In a later article, Crain’s reported
that the fundraisers were “considered by some company associates to be a command
performance.”8
ANSWER: Deny Paragraph 70, except admit that ComEd entered into the DPA and that
Crain’s published articles on or about December 6, 2019 and Decemer 20, 2019, and respectfully
refer the Court to the DPA and the article for a complete and accurate statement of their contents.
71. Moreover, the events involved the same individuals – Pramaggiore and McClain –
at the center of the payments, retention of Law Firm A, and appointment of Ochoa. According to
Crain’s, “[Chris] Crane, as well as former top Exelon exec Anne Pramaggiore and . . . Mike
8
Merriam Webster dictionary defines “command performance” as “a special performance of a concert, play, etc.,
that is done at the request of an important person (such as a king).”
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McClain, a former House majority leader turned lobbyist” attended the annual events. The article
explained that “‘the reception line was typically Anne [Pramaggiore] and [Public Official A]’”
and “‘[l]ater, Chris [Crane] and [Public Official A] would get up and talk.’”
addresses certain of the matters alleged in Paragraph 71, and that Crain’s published an article on
or about December 6, 2019, and respectfully refer the Court to the DPA and the article for a
Exelon and ComEd Secure Passage of EIMA Through the Bribery Strategy
72. Exelon and ComEd’s bribery strategy paid significant dividends. In May 2011,
the Illinois House of Representatives passed EIMA by majority vote. However, the Bill required
Senate approval and ratification by then-Governor Quinn, who opposed it. The Illinois Senate
voted to enact EIMA in August 2011. But on September 12, 2011, Governor Quinn vetoed
EIMA, stating that the utility companies were “trying to dramatically change the rules to
guarantee annual rate increases.” He stated that “[t]he bill before me strips away vital oversight
and allows these utilities to benefit from unnecessary costs, higher corporate profits, and
inherently flawed performance standards,” and that he would “not support a measure that
contains sweetheart deals for big utilities.”
ANSWER: Deny Paragraph 72, except admit that the Illinois House of Representatives
passed EIMA in May 2011, that the Illinois Senate voted to enact EIMA in August 2011, that
then-Governor Quinn vetoed EIMA in or around September 2011, and that then-Governor Quinn
made certain statements to the members of the Illinois Senate, 97th General Assembly, on or
about September 12, 2011, and respectfully refer the Court to a transcript of those statements for
a complete and accurate statement of their contents.
73. Shortly after the veto, Defendant Crane reassured investors during an earnings
call in September 2011 that Exelon and ComEd were working to gather the votes necessary to
override the Governor’s veto. In doing so, Crane claimed that the success of the legislation
turned on traditional lobbying efforts like stakeholder support, noting that “we think it should
pass the test of the consumer advocate” and touting that the proposed law “started out about
modernization and it turned into a job[s] bill that kind of resonated and that’s the real desire of
Springfield now is let’s make the investment, guarantee us the return, but also get some folks to
work.” In truth, as later admitted in the DPA, the bribery scheme facilitated the passage of
EIMA.
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ANSWER: Deny Paragraph 73, except admit that Mr. Crane made statements during a
September 20, 2011 Exelon Conference Presentation and that ComEd entered into the DPA, and
respectfully refer the Court to the DPA and conference transcript for a complete and accurate
74. On October 26, 2011, the Illinois General Assembly, with a super-majority vote,
overrode the Governor’s veto of EIMA, which became effective immediately. As discussed,
EIMA authorized ComEd to spend $2.6 billion in grid infrastructure investments over a decade
and overhauled the rate making process in favor of ComEd.
ANSWER: Deny Paragraph 74, except admit that in or around October 2011, the Illinois
General Assembly voted to override the governor’s veto of EIMA, and respectfully refer the
Court to EIMA for a complete and accurate statement of its contents.
75. Analysts following Exelon saw EIMA as a major win for the Company and a
stark contrast to its past failures. For example, in an October 27, 2011 report, analysts from Bank
of America stated that while ComEd had “historically faced one of the most difficult regulatory
environments in the country in recent years,” with the passage of EIMA, “we see the regulatory
environment in IL about to be transformed into one of the better ones in the U.S.” In a report the
same day, analysts from Deutsche Bank increased part of their valuation model for ComEd
upward by 5% because of the benefits ComEd would reap from EIMA, noting that “[t]his could
still be conservative, as the passage of the new legislation may yet add upside to our 2013
[estimates] when we learn more details.” Similarly, analysts from Morningstar Equity Research
issued a report on October 28, 2011, stating that “the new ratemaking structure should allow
significant rate base and earnings growth for the utilities. ComEd committed to $2.6 billion of
new investment during the next 10 years, representing the potential for a 30% increase in its rate
base.”
ANSWER: Deny Paragraph 75, except admit that Bank of America and Deutsche Bank
published reports on or about October 27, 2011 and that Morningstar Equity Research published
a report on or about October 28, 2011, and respectfully refer the Court to the reports for a
76. After EIMA was enacted, the ICC and ComEd disputed its interpretation,
resulting in the ICC reportedly reducing a 2012 ComEd rate request by approximately $100
million. ComEd again sought support from the Illinois General Assembly, and a new bill
clarifying EIMA in favor of ComEd was introduced. During a May 1, 2013 conference call,
Exelon’s then CFO said the bill would “increase operating revenues approximately $25 million
and $65 million in 2013 and 2014.” The bill passed both houses, but was again vetoed by
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Governor Quinn, who stated that he “cannot support legislation that puts the profits of big
electric utilities ahead of the families and businesses of Illinois.” In an email obtained pursuant to
a FOIA request with the Illinois House of Representatives, on May 5, 2013, McClain forwarded
the Governor’s statement to Public Official A’s chief of staff with the subject, “FW: To Provide .
. . We Must Override!” The Illinois General Assembly voted to override the veto on May 22,
2013. In a call with analysts a week later, Defendant Crane touted the Company’s ability to push
EIMA and the clarifying legislation through, stating, “In Illinois, we’ve worked with the state
legislature to come up with . . . a newly structured formula rate. We had that pass. There were
some issues that we had to deal with at the Commission level. We had to go back to the
legislature. We were able to fix that.”
form a belief as to the truth of the alleged statements made by then-Governor Quinn or emails
between McClain and Public Official A’s chief of staff, and admit that Senate Bill 9 was passed
by both houses of the Illinois General Assembly but was vetoed by then-Governor Quinn on or
about May 6, 2013, that the Illinois General Assembly voted to override that veto on or about
May 22, 2013, that Exelon’s then-CFO made statements during an earnings call on or about May
1, 2013, that the ICC issued decisions regarding EIMA, and that Mr. Crane made statements at
the 2013 Sanford C. Bernstein Strategic Decisions Conference on or about May 30, 2013, and
respectfully refer the Court to the transcripts of the earnings call and conference and to the ICC’s
decisions for a complete and accurate statement of their contents.
77. EIMA was scheduled to sunset in 2017, at which time ComEd’s formula rates and
investment commitment would end unless extended by the Illinois General Assembly. The
Illinois General Assembly voted to extend EIMA, and on April 3, 2015, then-Governor Bruce
Rauner signed the bill into law, extending the EIMA sunset from 2017 to 2019.
the allegations in Paragraph 77, except admit that the Illinois General Assembly voted to extend
EIMA and that on or about April 3, 2015 then-Governor Rauner signed the bill into law.
78. During an August 10, 2016 earnings call, Defendant Pramaggiore called EIMA “a
game-changer for ComEd.” She highlighted the $2.6 billion investment authorized by EIMA,
and noted that “we were able to persuade policymakers” that the investment “required a
regulatory model different from the volatile model that we had been living with for a number of
years[,] [s]o we designed a formula rate that provides greater predictability, as well as timely
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cost recovery.” She added that “of the approximately $4.2 billion of rate base growth at ComEd
over the next five years, 100% will be recovered through existing formula and rider mechanisms
that have served us well over the past 4.5 years.”
ANSWER: Deny Paragraph 78, except admit that Exelon held an Analyst/Investor Day
call on or about August 10, 2016, and respectfully refer the Court to the transcript of the call for
a complete and accurate statement of its contents.
Exelon and ComEd Secure Passage of FEJA Through the Bribery Strategy
79. In 2015, Exelon disclosed that two of its Illinois nuclear power plants were
unprofitable and would be shut down unless the Illinois General Assembly passed a legislative
bailout that would allow Exelon to profit. Thus, with what Crane described as the “very strong
support from the leadership of the legislature,” Exelon developed a new bill. This bill sought
payment of clean energy subsidies for the nuclear plants, referred to as annual “Zero Emission
Credits” or “ZECs.” Exelon promoted the bill as saving thousands of jobs for workers at the
plants and also advancing Illinois’ efforts to reduce its carbon emissions.
ANSWER: Deny Paragraph 79, except admit that Exelon held an earnings call on or
about February 3, 2016, and respectfully refer the Court to the transcript of the call for a
complete and accurate statement of its contents.
80. Like EIMA, Exelon’s proposal was met with significant opposition. For example,
a May 27, 2016 article in the Chicago Tribune noted that critics believed Exelon’s threat to close
the facilities was “unreasonable, given the overall profitability of the company, which cleared
$2.27 billion [in 2015].” Ultimately, the Chicago Tribune noted that lawmakers “have shown
little appetite to entertain the complex, wide-ranging bill,” as they were more occupied with
passing a hotly-contested 2017 budget.
article on or about May 27, 2016, and respectfully refer the Court to the article for a complete
81. Nevertheless, on December 1, 2016, the final day of the legislature’s fall session,
FEJA was passed by the House of Representatives. At the time, Illinois still had no annual
budget in place. One representative asked during a discussion of the bill, “‘[w]hat are we doing,
you guys? What are we doing listening to this bill? . . . We don’t have a budget and our so-called
stopgap budget is just weeks away from expiring. Instead, we are talking about a multibillion-
dollar corporate bailout for one of the most profitable companies in the state. And how are we
going to finance this? This is going to be financed on the back of the rate payers.’” Later, looking
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back at December 1, 2016, another Illinois representative said, “‘[t]he whole day was bad. It was
dirty, and I felt like I needed a shower driving home.’”
the allegations in Paragraph 81, except admit that in or around December 2016, FEJA was
passed by the Illinois House of Representatives.
82. On December 7, 2016, FEJA was signed into law. Among other items, the main
provisions of the bill provided Exelon a rate-payer bailout of up to $2.35 billion, or $235 million
annually for ten years, which would keep Exelon’s two failing nuclear plants operating at least
through 2027. The bailout took the form of ZECs paid to Exelon Generation for generating
power by nuclear plants, the cost of which were passed through to ComEd’s customers, resulting
in a potentially $4-per-month increase to utility bills.
ANSWER: Deny Paragraph 82, except admit that FEJA was signed into law on or about
December 7, 2016, and respectfully refer the Court to FEJA for a complete and accurate
83. In addition to the subsidies to Exelon Generation, FEJA provided additional rate
increase benefits to ComEd. More specifically, FEJA extended the sunset date for the formula
rates for another three years, through 2022 and authorized ComEd to earn a return on up to
around $350 million in “energy efficiency” improvements. Analysts noted that before FEJA,
ComEd “invest[ed] $200-$250M a year in energy efficiency but [wa]s not provided any return
on the investment.”
form a belief as to the truth of unspecified allegations about “analysts,” and respectfully refer the
Court to FEJA for a complete and accurate statement of its contents.
84. As with EIMA, Defendants attributed the passage of FEJA to legitimate lobbying
activities like coalition building and stakeholder support. For example, during an earnings call in
October 2016 shortly before FEJA’s passage, Defendant Pramaggiore said that “[w]e have pulled
together a coalition to come in with an agreed bill as much as possible and we are in the process
of putting that together now.” Similarly, during an earnings call in February 2017, Defendant
Crane said that FEJA (along with another law passed in a different state) showed that “[w]e’re
able to work with a wide range of stakeholders in both states to enact programs that compensate
these plan[t]s for their environmental attributes.” However, as admitted in the DPA, the bribery
scheme facilitated the passage of FEJA.
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ANSWER: Deny Paragraph 84, except admit that Exelon held earnings calls on or about
October 26, 2016 and February 8, 2017 and that ComEd entered into the DPA, and respectfully
refer the Court to the transcripts of the earning calls and the DPA for a complete and accurate
85. Not long after the enactment of FEJA, Exelon reportedly invited close to 1,000
supporters to a celebration. According to a November 22, 2019 Crain’s article, “[a] few dozen
superstars were invited to a special dinner downstairs, featuring Anne Pramaggiore, . . . [Public
Official A] and someone they had in common – ComEd lobbyist Mike McClain, a longtime
close ally and friend of [Public Official A].”
about November 22, 2019 and that ComEd entered into the DPA, which addresses certain of the
matters alleged in Paragraph 85, and respectfully refer the Court to the article and the DPA for a
86. The financial benefits to Exelon and ComEd from their legislative efforts came
quickly. Since 2016, ComEd’s net income has nearly doubled, going from $378 million in 2016
to $688 million in 2019, and Exelon’s net income has nearly tripled, going from $1.13 billion in
2016 to $2.9 billion in 2019.
ANSWER: Deny Paragraph 86, except admit that ComEd’s net income was
approximately $378 million in 2016 and approximately $688 million in 2019.
Exelon and ComEd’s Efforts to Secure Favorable Legislation Through the Bribery Scheme
in 2019
87. As discussed, Exelon, ComEd, and their executives knew that the disclosure of
illegal or unethical behavior would “destroy shareholder value.” Leading up to and continuing
during the Class Period, Exelon and ComEd sought the passage of additional legislation, and the
renewal of a key government contract, that would directly enhance profitability.
88. First, Exelon sought another bailout of Illinois nuclear power plants. On May 24,
2018, Exelon issued a release announcing that one of the plants (Dresden) did not have its price
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bids accepted in the annual RTO capacity auction, and that only a small portion of another
plant’s (Byron) bids were accepted. Exelon stated that the “results underscore the urgent need for
policy reforms . . . to properly value the resilient, zero-emissions power provided by nuclear
plants.” Exelon later disclosed that Dresden, Byron, and a third Illinois nuclear plant
(Braidwood) were showing “increased signs of economic distress” and may need to be shutdown
unless legislation was enacted.
ANSWER: Deny Paragraph 88, except admit that Exelon issued a release on or about
May 24, 2018, and respectfully refer the Court to the release for a complete and accurate
89. Defendants advocated for legislation to bail out the Illinois nuclear power plants.
In February 2019, the Clean Energy Progress Act (“CEPA”), which Exelon supported, was
introduced in the Illinois House of Representatives. CEPA would require ComEd (through
Illinois regulators) to buy its “capacity” through Exelon’s nuclear plants,9 meaning the plants
would go from selling little to no capacity in the RTO auction to selling all of its capacity to
ComEd, providing the struggling nuclear plants hundreds of millions of dollars in revenue.
ComEd, in turn, would pass the increased costs on to the ratepayers.
ANSWER: Deny Paragraph 89, except admit that the Clean Energy Progress Act
(“CEPA”) was introduced in the Illinois House of Representatives in or around February 2019,
and respectfully refer the Court to CEPA for a complete and accurate statement of its contents.
90. Second, Defendants advocated for legislation to provide for a ten-year extension
on the EIMA formula rates, which were set to sunset in 2022. On February 15, 2019, House Bill
3152 was introduced to the Illinois General Assembly, providing for the extension of the formula
rates to 2032.
ANSWER: Deny Paragraph 90, except admit that House Bill 3152 was introduced to the
Illinois General Assembly on or about February 15, 2019, and respectfully refer the Court to
House Bill 3152 for a complete and accurate statement of its contents.
91. Third, in addition to legislation, ComEd’s franchise agreement with the City of
Chicago, which allowed ComEd to access the city’s roads, sidewalks, and airspace, was set to
expire for the first time in nearly 30 years. The rare renewal opportunity made it possible for
Chicago to consider increasing the franchise fee or even taking over electricity delivery in
9
The process for buying capacity outside of the RTO is referred to fixed resource requirement, or “FRR.”
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Chicago. As such, Defendants were engaged in negotiations with the City of Chicago during the
Class Period.
ANSWER: Deny Paragraph 91, except admit that ComEd had an agreement with the
City of Chicago, and respectfully refer the Court to that agreement for a complete and accurate
DEFENDANTS’ FALSE AND MISLEADING CLASS PERIOD STATEMENTS
92. Defendants concealed the bribery scheme during the Class Period by making a
series of false and misleading statements.
ANSWER: Deny Paragraph 92.
February 2019 False and Misleading Statements in Documents Published on Exelon’s

Website
93. The Class Period begins on February 8, 2019. On that date, the Company hosted a
conference call to discuss its fourth quarter 2018 (“4Q18”) financial results. After market close,
Exelon and ComEd each separately filed the same combined 2018 Form 10-K (defined above,
¶38), which was signed by Crane, Pramaggiore, and Dominguez.10 As set forth below, on
February 8, 2019, Defendants made false and misleading statements during the conference call,
in the 2018 Form 10-K, and in documents published on Exelon’s website.
ANSWER: Deny Paragraph 93, except admit that Exelon hosted its fourth quarter 2018
earnings call on or about February 8, 2019 and that Exelon and ComEd filed an annual report on
Form 10-K for the period ending December 31, 2018, and respectfully refer the Court to the
transcript of the earnings call and the 2018 Form 10-K for a complete and accurate statement of
their contents.
94. With regard to documents published on the website, the 2018 Form 10-K filed by
Exelon and ComEd and signed by Crane, Pramaggiore, and Dominguez directed investors to the
10
Defendant Pramaggiore signed the 2018 Form 10-K through power of attorney. Specifically, Defendant
Dominguez signed as “Attorney-in-Fact, on behalf of . . . Anne R. Pramaggiore,” and an attached Power of
Attorney signed by Defendant Pramaggiore stated “I, Anne R. Pramaggiore, do hereby appoint Joseph
Dominguez . . . attorney for me and in my name and on my behalf to sign the annual Securities and Exchange
Commission report on Form 10-K for 2018 of Commonwealth Edison Company, together with any
amendments thereto, to be filed with the Securities and Exchange Commission. . . .”
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Company Code of Conduct (defined above, ¶39) published on Exelon’s website.11 The Company
Code of Conduct was published on the Exelon website on February 8, 2019 and on every
subsequent day of the Class Period.12
ANSWER: Deny Paragraph 94, except admit that Exelon and ComEd filed an annual
report on Form 10-K for the period ending December 31, 2018 and that Exelon’s Code of
Business Conduct was available on Exelon’s website, and respectfully refer the Court to the
2018 Form 10-K and Exelon’s Code of Business Conduct for a complete and accurate statement
of their contents.
95. The Company Code of Conduct was approved by the Exelon Board of Directors,
including Defendant Crane, and began with a “Leadership Message” from Defendant Crane. The
“Leadership Message” claimed: “This is no poster on the wall. Our Code is an active and vibrant
part of our everyday business: how we act, how we make decisions, how we treat our partners
and colleagues, how we relate to the communities where we each live and work.” The Company
Code of Conduct stated that it applied to essentially everyone associated with the Company
including: “directors, officers and employees,” Exelon “subsidiaries,” “[t]hird parties such as
consultants,” and added that “[a]ll non-represented [e.g., non-union] employees and members of
the Board of Directors must complete a certification of compliance questionnaire each year.”
ANSWER: Deny Paragraph 95, except admit that Exelon has a Code of Business
Conduct, and respectfully refer the Court to Exelon’s Code of Business Conduct for a complete
96. Under the heading, “Disciplinary Action,” the Company Code of Conduct
emphasized that “[t]he Code is of the utmost importance to the company and violations will not
be tolerated. Accordingly, the Code will be appropriately enforced, regardless of the seniority,
role or location of those involved in misconduct,” and anyone who “[a]uthorizes or participates
in actions that violate the Code or law” or who “[f]ails to complete or falsely completes a
11
The 2018 Form 10-K stated “[t]he Code of Business Conduct is filed as Exhibit 14 to this report and is available
on Exelon’s website at www.exeloncorp.com.” Thus, Defendants directed investors to both versions of their
Code of Conduct since the version attached as Exhibit 14 was slightly different than the version on the website.
12
The Company’s Code of Business Conduct is available at
https://www.exeloncorp.com/company/Documents/Exelon%20Code%20of%20Business%20Conduct.pdf.
When accessed on September 1, 2020, Exelon’s website indicated that the Company Code of Conduct was last
updated on the website on “May 6, 2016.” In addition to in the 2018 Form 10-K, Exelon and ComEd repeatedly
directed investors to the Company Code of Conduct in other SEC filings, such as proxy reports, prior to and
during the Class Period.
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certification of compliance,” may be subject to “[t]ermination of employment” or “[r]eferral to

law enforcement.” Reflecting the Company’s recognition that compliance with the Company
Code of Conduct was important to investors, it stated, “[a] waiver of any provision of the Code
will be made only in exceptional circumstances for substantial cause” and “any waiver of a
provision in the Code for any director or executive officer will be disclosed to shareholders.”
97. In addition, the Company Code of Conduct contained the following false and
a. “We never request, offer or accept any form of payment or incentive intended to
improperly influence a decision.”13
b. “Exelon . . . advocates for legislation we believe will enhance value for our
be involved in lobbying, and must take care to comply with the laws applicable
to these activities.”
c. “What’s Expected . . . Never use a third party to make payments or offers that
98. Also on Exelon’s website on February 8, 2019, and every subsequent day of the
Class Period, Exelon published its Contributions Guidelines (defined above, ¶41),14 which
contained the following false and misleading statements:
a. “No Political Contribution should be made or committed under any condition

13
Bold and italics are used to identify the particular statements alleged to be false and misleading herein.
14
The Corporate Political Contributions Guidelines are available at
https://www.exeloncorp.com/company/Documents/dwnld_contributionguidelines.pdf. When accessed on
September 1, 2020, Exelon’s website indicated that the Contributions Guidelines were last updated on the
website on “September 14, 2016.”
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b. “No Political Contribution will be given in anticipation of, in recognition of, or

in return for any Official Act.”
ANSWER: Deny Paragraph 98, except admit that Exelon has Political Contributions
Guidelines, and respectfully refer the Court to the Political Contributions Guidelines for a
99. Also on Exelon’s website on February 8, 2019, and every subsequent day of the
Class Period, Exelon published its Political Contributions Report for the period of January 1,
2018-June 30, 2018 (the “1H 2018 Contributions Report”).15 The 1H 2018 Contributions Report
contained the following false and misleading statements:
a. “Exelon’s political contributions during the reporting period were all made in
accordance with its Corporate Political Contributions Guidelines.”
b. “This report includes a listing of Exelon’s political contributions for the above
noted reporting period.”
ANSWER: Deny Paragraph 99, except admit that Exelon’s Political Contributions
Report was available on its website, and respectfully refer the Court to the Political
Contributions Report for a complete and accurate statement of its contents.
a. Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s

statements that they “never” paid or offered a bribe and that some of them were
engaged in “lobbying,” and Exelon’s statement that all political contributions
made during the period were in accordance with its guidelines and therefore had
not made any in anticipation or recognition of any Official Act, were false and
misleading because Defendants omitted to disclose the Company had changed
strategy from legal lobbying to an eight-year and ongoing illegal bribery scheme,
in which ComEd and senior executives were bribing Public Official A to secure
favorable Illinois legislation, including: (i) indirectly making undisclosed
payments of more than $1.3 million to associates of Public Official A, who did
little or no work for ComEd; (ii) hiring and guaranteeing thousands of hours to a
law firm that was valuable and important to Public Official A; (iii) hosting and
participating in fundraisers for Public Official A with the expectation of
15
The 1H 2018 Contributions Report is available at https://www.exeloncorp.com/company/Documents/2018%20-
%20Jan-June%20Political%20Contributions.pdf. When accessed on September 1, 2020, Exelon’s website
indicated that the 1H 2018 Contributions Report was last updated on the website on “January 17, 2019.”
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influencing passage of favorable legislation; and (iv) hiring interns that were from
Public Official A’s ward and recommended by associates of Public Official A.
b. Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s

statements that it was “expected” that the Company and its employees “[n]ever
use a third party to make payments or offers that could be improper” was false
and misleading because Defendants omitted to disclose the Company had changed
strategy from legal lobbying to an eight-year and ongoing illegal bribery scheme,
in which ComEd and senior executives were making $1.3 million in illegal
payments through third parties.
c. Defendant Exelon’s statements that all political contributions had been listed and
none were made under condition of confidentiality were false and misleading
because Exelon omitted to disclose the Company had changed strategy from legal
lobbying to an eight-year and ongoing illegal bribery scheme, in which ComEd
and senior executives were making undisclosed and confidential political
contributions through bribes to Public Official A to secure favorable Illinois
legislation, including: (i) indirectly making undisclosed payments of more than
$1.3 million to associates of Public Official A, who did little or no work for
ComEd; (ii) hiring and guaranteeing thousands of hours to a law firm that was
valuable and important to Public Official A; (iii) hosting and participating in
fundraisers for Public Official A with the expectation of influencing passage of
favorable legislation; and (iv) hiring interns that were from Public Official A’s
ward and recommended by associates of Public Official A.
February 2019 False and Misleading Statements in Conference Call and Form 10-K
101. On February 8, 2019, the Company hosted an earnings call to discuss its 4Q18
results. Crane and Pramaggiore attended on behalf of the Company and Crane made another
false and misleading statement.
ANSWER: Deny Paragraph 101, except admit that on or about February 8, 2019,
Exelon hosted an earnings call for the fourth quarter of 2018 and that Mr. Crane and Ms.
Pramaggiore attended the call, and respectfully refer the Court to the transcript of the earnings
call for a complete and accurate statement of its contents.
102. Specifically, in response to an analyst question about “any update on sort of

efforts to engage the legislature in Illinois, coalition building, et cetera?” Crane responded:
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As you can imagine, we work within the coalitions within the state on what’s
needed to continue to advance the environmental stakeholders, the customers in
sound investment. So we have our folks communicating in those coalitions and
communicating with the legislative folks. Premature to say what it looks like at
the end of the day. But they’re at the beginning of the sausage-making right now.
And we’ll continue to have productive conversations.
ANSWER: Deny Paragraph 102, except admit that Exelon hosted an earnings call on or
about February 8, 2019, and respectfully refer the Court to the transcript of the earnings call for a
103. In addition, the 2018 Form 10-K signed by Crane, Pramaggiore, and Dominguez
and filed by Exelon and ComEd attached the Exhibit 14 Code of Conduct, which contained the
a. In the section, “Government Business,” it stated, “Exelon is committed to

conducting its business with government agencies and officials consistent with
the highest ethical standards and in compliance with the applicable laws.”
b. In the section, “Lobbying,” it stated:
Exelon is subject to regulation at various levels of government, and is

profoundly affected by decisions of elected and appointed government
officials. Exelon is therefore engaged with and actively lobbies such
government officials in the policymaking process in support of Exelon’s
business interests on various issues. It is important to our success that
advocacy on behalf of Exelon be consistent, coordinated and focused on
both our short-term and long-term interests. No Exelon personnel may
engage in lobbying activities on behalf of the Company, testify or provide
comments before any legislative committees for Exelon, or accept an
appointment to an advisory or study group established by a legislative
body or administrative agency on behalf of Exelon without first obtaining
the approval of Government and Regulatory Affairs or the Legal
Department. Government and Regulatory Affairs will also help ensure
compliance with all lobbying registration, reporting, and disclosure
requirements. All Exelon lobbyists are expected to follow both the letter
and spirit of the lobbying laws and to maintain the highest standards of
professional integrity.
report on Form 10-K for the period ending December 31, 2018, and respectfully refer the Court
to the 2018 Form 10-K for a complete and accurate statement of its contents.
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104. In addition, the 2018 Form 10-K also contained the following false and
misleading statements regarding the Company’s lobbying activities, the benefits and revenues
from favorable legislation, and the Company’s risk factors:
a. The 2018 Form 10-K purported to describe Exelon’s legitimate lobbying efforts,
stating:
Generation’s Dresden, Byron, and Braidwood nuclear plants in Illinois are

also showing increased signs of economic distress, which could lead to an
early retirement, in a market that does not currently compensate them for
their unique contribution . . . . Exelon continues to work with
stakeholders on state policy solutions, while also advocating for broader
market reforms at the regional and federal level [(“State Policy Solutions
Statement”)].
b. The 2018 Form 10-K also emphasized the financial benefits of FEJA, stating:
Pursuant to FEJA, . . . Generation’s Clinton Unit 1, Quad Cities Unit 1

and Quad Cities Unit 2 nuclear plants were selected as the winning
bidders through the IPA’s ZEC procurement event. Generation executed
the required ZEC procurement contracts with Illinois utilities, including
ComEd, effective January 26, 2018 and began recognizing revenue, with
compensation for the sale of ZECs retroactive to the June 1, 2017
effective date of FEJA. During the year ended December 31, 2018,
Generation recognized revenue of $373 million, of which $150 million
related to ZECs generated from June 1, 2017 through December 31,
2017.
c. The 2018 Form 10-K highlighted additional financial benefits of FEJA, stating:
On December 7, 2016, Illinois FEJA was signed into law by the Governor
of Illinois and included a ZES that now provides compensation to
Clinton and Quad Cities for the carbon-free attributes of their
production through 2027. With the passage of the Illinois ZES in
December 2016, Generation reversed its June 2016 decision to
permanently cease generation operations at the Clinton and Quad Cities
nuclear generating plants. Clinton and Quad Cities are currently licensed
to operate through 2026 and 2032, respectively.
d. And the 2018 Form 10-K further touted additional financial benefits of FEJA,
stating: “FEJA allows ComEd to defer energy efficiency costs . . . as a separate
regulatory asset that is recovered through the energy efficiency formula rate
over the weighted average useful life, as approved by the ICC, of the related
energy efficiency measures.”
e. In “ITEM 1A. Risk Factors,” the 2018 Form 10-K purported to disclose risks
while omitting the bribery scheme, stating:
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The Registrants [including Exelon and ComEd] have large consumer

customer bases and as a result could be the subject of public criticism
focused on the operability of their assets and infrastructure and quality
of their service. Adverse publicity of this nature could render legislatures
and other governing bodies, public service commissions and other
regulatory authorities, and government officials less likely to view
energy companies such as Exelon and its subsidiaries in a favorable
light, and could cause Exelon and its subsidiaries to be susceptible to
less favorable legislative and regulatory outcomes, as well as increased
regulatory oversight and more stringent legislative or regulatory
requirements (e.g. disallowances of costs, lower ROEs). The imposition
of any of the foregoing could have a material negative impact on the
Registrants’ business or consolidated financial statements [(“Operability
Risk Statement”)].
to the 2018 Form 10-K for a complete and accurate statement of its contents.
105. The statements set forth in ¶¶102-104 above were false and misleading when
made. The true facts, which were then known to or recklessly disregarded by Defendants, were:
a. Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s

statements purporting to describe the Company as being engaged solely in
legitimate lobbying activities such as claiming they “work within the coalitions
within the state . . . to advance the environmental stakeholders, the customers in
sound investment,” that Exelon was committed to engaging with government
officials in compliance with laws and the “highest ethical standards,” and that
Exelon is “engaged with and actively lobbies . . . government officials” in a
“consistent, coordinated” manner that was “focused on both our short-term and
long-term interests” were false and misleading because Defendants omitted to
disclose they had changed strategy from legal lobbying to an eight-year and
ongoing illegal bribery scheme, in which ComEd and senior executives were
bribing Public Official A to secure favorable Illinois legislation, including: (i)
indirectly making undisclosed payments of more than $1.3 million to associates of
Public Official A, who did little or no work for ComEd; (ii) hiring and
guaranteeing thousands of hours to a law firm that was valuable and important to
Public Official A; (iii) hosting and participating in fundraisers for Public Official
A with the expectation of influencing passage of favorable legislation; and (iv)
hiring interns that were from Public Official A’s ward and recommended by
associates of Public Official A.
b. Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s

statements regarding the source of the Company’s financial benefits, including its
nuclear plants being “winning bidders” and having increased revenues and clean
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energy subsidies under FEJA, which allowed Exelon to “reverse[] its June 2016
decision to permanently cease generation operations,” and ComEd being allowed
to “defer” and “recover[]” additional costs under FEJA, were false and misleading
because Defendants omitted to disclose that those benefits were not obtained
through legitimate lobbying activities that resulted in the passage of FEJA, rather,
the passage of FEJA was the result, in significant part, of the eight-year and
ongoing bribery scheme, which rendered such financial benefits illusory and
subjected the Company to massive fines.
c. Defendants Exelon’s, ComEd’s, Crane’s, Pramaggiore’s, and Dominguez’s

statements regarding the legislative risks the Company faced from “public
criticism” concerning their “operability” or “quality of their service” that could
lead to “less favorable legislative and regulatory outcomes” were false and
misleading because while disclosing those minor risks, they concealed the much
larger risks of adverse legislative and regulatory outcomes, as well as fines of
hundreds of millions of dollars that they were facing, as the result of the eight-
year and ongoing bribery scheme.
March 2019 False and Misleading Statements
106. On March 20, 2019, Exelon filed its annual Proxy Statement on Schedule 14A
(“Exelon 2019 Proxy Statement”), which was solicited to shareholders “on behalf of the Board
of Directors” (including Crane) and quoted Defendant Crane. The Exelon 2019 Proxy Statement
again directed investors to the Company Code of Conduct on the website. On that date, Exelon
also had published on its website its Political Contributions Guidelines and Political
Contributions Report.
ANSWER: Deny Paragraph 106, except admit that Exelon filed a 2019 annual Proxy
Statement on Schedule 14A and that Exelon’s Political Contributions Guidelines and Political
Contributions Reports are available on its website, and respectfully refer the Court to the Proxy
Statement, the Political Contributions Guidelines, and the Political Contributions Report for a
107. Exelon’s statements in documents published on the website, and Exelon and
Crane’s statements in the Company Code of Conduct referred to in the Exelon 2019 Proxy
Statement, included the same false and misleading statements from the Company Code of
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Conduct, Political Contributions Guidelines and Political Contributions Report set forth in
¶¶97-99, which were false and misleading for the reasons set forth in ¶¶100(a)-(c).
April 2019 False and Misleading Statements
108. On April 26, 2019, ComEd filed its annual Proxy Statement on Schedule 14C
(“ComEd 2019 Proxy Statement”), which directed investors to the Company Code of Conduct
on the website, which the ComEd Proxy Statement said “is the code of conduct applicable to
ComEd.” On the same date, Exelon also had published on its website its Political Contributions
Guidelines and Political Contributions Report.
ANSWER: Deny Paragraph 108, except admit that ComEd filed its annual Proxy
Statement on Schedule 14C on or about April 26, 2019, and respectfully refer the Court to that
Proxy Statement for a complete and accurate statement of its contents.
109. Exelon’s statements in documents published on the website, and Exelon’s,

ComEd’s, and Crane’s statements in the Company Code of Conduct referred to in the ComEd
2019 Proxy Statement, included the same false and misleading statements from the Company
Code of Conduct, Political Contributions Guidelines and Political Contributions Report set
forth in ¶¶97-99, which were false and misleading for the reasons set forth in ¶¶100(a)-(c).
May 2019 False and Misleading Statements
110. On May 2, 2019, the Company hosted a conference call to discuss its first quarter
2019 (“1Q19”) results and filed its Form 10-Q for the same period. On the same date, Exelon
also had published on its website its Company Code of Conduct, Political Contributions
Guidelines and Political Contributions Report. Defendants made false and misleading
statements on the Exelon website, in the 1Q19 Form 10-Q, and on the conference call.
ANSWER: Deny Paragraph 110, except admit that Exelon hosted an earnings call on
May 2, 2019, that Exelon filed a Form 10-Q for the first quarter of 2019, and that Exelon’s Code
of Business Conduct, Political Contributions Guidelines, and Political Contributions Report were
available on Exelon’s website, and respectfully refer the Court to these documents for a complete
111. Crane attended the May 2, 2019 conference call on behalf of the Company and
made the following false and misleading statements:
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a. In discussing Exelon’s efforts to pass additional favorable legislation, Crane said:
In Illinois, legislation was introduced that would require the Illinois

Power Authority to procure clean capacity for ComEd customers using
the fixed resource requirement mechanism that is currently in the PJM
tariff. In addition to supporting of course truly clean energy future, in
Illinois the legislation would also ensure that consumers pay less than they
do today.
The concept of the FRR has a wide support and has been endorsed by
the Illinois hub – the Clean Jobs Coalition and organized labor. Another
piece of legislation has been introduced into Illinois to extend the
formula rate – ComEd’s formula rate provides tangible benefits to the
consumers as well as certainty we need to make investments and improve
reliability and resiliency in customer service while keeping the bills
affordable. . . .
It’s a busy legislative season as Governor Pritzker and the General

Assembly tackle Illinois’ significant budget problems. However, we are
optimistic these 2 priorities can get done this year.
b. During the question and answer portion of the call, an analyst requested a “little
more detail on the status of the bills that relate to energy policy in Illinois,” to
which Crane responded:
Our bill for the FRR, there’s one that’s a path to 100, and then there is one
that’s the clean jobs coalition. So we’re in the process right now of
negotiating with the all the bills so we can come together and provide the
legislature with a coalition that agrees on many things right now. Just
working through the details. We hope to be done. Meetings are constant.
I’ve met with the leadership of both the House and Senate, talking about
what we need to do and them showing their support for us going
forward. So we’re just going to keep working on it as we always do. If
it’s not done in the regular session because of the other priorities, we will
have it positioned to move through during the veto session. That’s the
Generation bill.
The other bill in Illinois that will affect Exelon is the extension of the
ComEd formula rate for 10 years. That bill is proceeding. We’ve been
able to work with stakeholders to gain support and recognition.
c. Later in the call, Defendant Crane was again asked about whether the legislation
could pass in the Spring session, and he responded:
We’re working with the coalitions as hard as we can to have something

presentable to the – that the legislature supports to move in the Spring.
But what I’ve cautioned in our roadshows and on the calls previously,
there is a very aggressive legislative agenda in Illinois this Spring. We
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need to be ready to be able to tell our story, communicate and have that
coalition that we’re building, endorsing where we’re heading. But we
need to be realistic. We do think if it doesn’t happen in the Spring, we’ll
be ready to move it in the veto session in the fall.
about May 2, 2019, and respectfully refer the Court to the transcript of the earnings call for a
112. On May 2, 2019, Exelon and ComEd also each separately filed the same
combined quarterly report on Form 10-Q for the period ended March 31, 2019 (“1Q19 Form 10-
Q”). The 1Q19 Form 10-Q was signed by Crane and Dominguez and contained the following
false and misleading statements:
a. The 1Q19 Form 10-Q described Exelon’s purportedly legitimate lobbying efforts
to secure passage of CEPA, stating:
On March 14, 2019, the Clean Energy Progress Act was introduced in the
Illinois General Assembly to preserve Illinois’ clean energy choices
arising from FEJA and empower the IPA to conduct capacity
procurements outside of PJM’s base residual auction process Exelon and
Generation are working with legislators and stakeholders and cannot
predict the outcome or the potential financial impact, if any, on Exelon or
Generation [(“CEPA Lobbying Statement”)].
b. The 1Q19 Form 10-Q repeated the State Policy Solutions Statement set forth in
¶104(a).
c. The 1Q19 Form 10-Q incorporated the Operability Risk Statement set forth above
in ¶104(e), saying “the Registrants’ risk factors were consistent with the risk
factors described in the Registrants’ combined 2018 Form 10-K in ITEM 1A.
RISK FACTORS.”
d. The 1Q19 Form 10-Q emphasized the financial benefits of FEJA, stating:
Pursuant to FEJA, Generation’s Clinton Unit 1, Quad Cities Unit 1 and

Quad Cities Unit 2 nuclear plants were selected as the winning bidders
through the IPA’s ZEC procurement event. Generation executed the
ZEC procurement contracts with Illinois utilities, including ComEd,
effective January 26, 2018 and began recognizing revenue with
effective date of FEJA. During the three months ended March 31, 2018,
Generation recognized $150 million of revenue related to ZECs
generated from June 1, 2017 through December 31, 2017.
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e. The 1Q19 Form 10-Q also stated that, “[u]nder FEJA, energy efficiency revenue
varies from year to year based upon fluctuations in the underlying costs,
investments being recovered, and allowed ROE. Energy efficiency revenue
increased during the three months ended March 31, 2019 as compared to the
same period in 2018, primarily due to the impact of higher rate base.”
f. The 1Q19 Form 10-Q further stated that, “[o]n April 26, 2019, the Board of
Directors of ComEd appointed Mr. Juan Ochoa to the Board to fill a vacancy
created by an expansion of the size of the Board.”
ANSWER: Deny Paragraph 112, except admit that Exelon and ComEd filed a quarterly
report on Form 10-Q for the period ending March 31, 2019, and respectfully refer the Court to
the Form 10-Q for a complete and accurate statement of its contents.
113. On May 8, 2019, Exelon posted to its website its updated Political Contributions
Report to disclose its second half of 2018 political contributions (for the period of July 1, 2018 –
December 31, 2018) (the “2H 2018 Contributions Report”).16 The 2H 2018 Contributions Report
contained the same false and misleading statements as the 1H 2018 Political Contributions
Report set forth in ¶99. Also on that day, Exelon had published on its website its Company Code
of Conduct and Political Contributions Guidelines.
ANSWER: Deny Paragraph 113, except admit that Exelon’s Code of Business Conduct,
Political Contributions Guidelines, and Political Contributions Report were available on its
website, and respectfully refer the Court to these documents for a complete and accurate
a. Defendants Exelon’s and Crane’s statements in the Company Code of Conduct,

and Defendant Exelon’s statements in the Political Contributions Guidelines and
Political Contributions Reports were false and misleading for the reasons set
forth in ¶¶100(a)-(c).
b. Defendant Crane’s statements purporting to describe the Company as being

engaged solely in legitimate lobbying in order to pass additional favorable
16
The 2H 2018 Contributions Report is available at https://www.exeloncorp.com/company/
Documents/2018%20Political%20Contributions%20July%20through%20December.pdf. When last accessed on
September 1, 2020, Exelon’s website indicates that the 2H 2018 Contributions Report was last updated on the
website on “May 7, 2019.”
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legislation in 2019, such as stating the legislation had “wide support,” they were
“negotiating” to build “a coalition” of support, they had “met with the leadership
of the both the House and Senate,” were “working with legislators,” and were
“going to keep working on it as we always do,” as well as Defendants Exelon’s,
ComEd’s, Crane’s, and Dominguez’s statements in the Form 10-Q describing the
Company as engaged in legitimate lobbying, were false and misleading because
they omitted to disclose the Company had changed strategy from legal lobbying
to an eight-year and ongoing illegal bribery scheme in which ComEd and senior
executives were bribing Public Official A to secure favorable Illinois legislation,
including: (i) indirectly making undisclosed payments of more than $1.3 million
to associates of Public Official A, who did little or no work for ComEd; (ii) hiring
and guaranteeing thousands of hours to a law firm that was valuable and
important to Public Official A; (iii) hosting and participating in fundraisers for
Public Official A with the expectation of influencing passage of favorable
legislation; (iv) hiring interns that were from Public Official A’s ward and
recommended by associates of Public Official A; and (v) just appointing an
associate of Public Official A to ComEd’s Board of Directors at the request of
Public Official A.
c. Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s statement

emphasizing the financial benefits “pursuant to FEJA” and the statement touting
that “revenue increased during the three months ended March 31, 2019” from
FEJA were false and misleading for the reasons set forth in ¶105(b).
d. Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s Operability Risks

e. Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s statement that Ochoa

was appointed to the ComEd Board “to fill a vacancy created by an expansion of
the size of the Board” was false and misleading because it omitted to disclose that
the board was expanded, and a vacancy created, in order to appoint Ochoa to the
ComEd Board at the request of and in order to influence Public Official A as part
of the Company’s eight-year and ongoing bribery scheme.
July and August 2019 False and Misleading Statements
115. On July 12, 2019, WBEZ Chicago reported that “[f]ederal agents recently
executed a search warrant on the Southwest Side home of retired Chicago Ald. Michael
Zalewski, and sources familiar with the investigation say they were seeking records regarding
[Public Official A].” The raid was conducted “[a]round the same time [federal agents] raided the
home of Kevin Quinn,” a former aide and “operative” to Public Official A. According to WBEZ
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Chicago, the federal probe “center[ed] on efforts to get work for Zalewski at ComEd and the
interactions between [Public Official A], Zalewski and longtime ComEd lobbyist and [Public
Official A] confidant Michael McClain, according to three sources familiar with the federal
investigation.” The article noted that Zalewski was not listed as a ComEd lobbyist, and when
contacted by the reporters, McClain stated, “‘[t]here’s nothing against the law about asking for a
job.’” The WBEZ Chicago article further reported that Exelon and ComEd had received a grand
jury subpoena for records related to the investigation and stated that “[t]he ongoing corruption
investigation into Chicago and Illinois government is being led by . . . the U.S. attorney for the
Northern District of Illinois.”
ANSWER: Deny information or knowledge sufficient to form a belief as to the truth of
the allegations in Paragraph 115, except admit that WBEZ Chicago published a report on or
about July 12, 2019, and respectfully refer the Court to that report for a complete and accurate
116. On July 15, 2019, Exelon and ComEd each separately filed a combined Current
Report on Form 8-K stating that Exelon and ComEd “received a grand jury subpoena from the
U.S. Attorney’s Office for the Northern District of Illinois requiring production of information
ANSWER: Deny Paragraph 116, except admit that Exelon and ComEd separately filed a
report on Form 8-K on or about July 15, 2019, and respectfully refer the Court to the Form 8-K
for a complete and accurate statement of its contents.
quarter 2019 (“2Q19”) results and filed its Form 10-Q for the same period. Defendants made
false and misleading statements during the conference call, in the Form 10-Q, and in the
documents published on Exelon’s website.
about August 1, 2019 and that Exelon filed a Form 10-Q for the second quarter of 2019, and
respectfully refer the Court to the transcript of the earnings call and the Form 10-Q for a
118. Crane, Von Hoene, and Pramaggiore attended the August 1, 2019 conference call
on behalf of the Company and made the following false and misleading statements:
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a. Defendant Crane stated:
[W]e’ve received numerous questions from our investors about the

subpoena in Illinois from the U.S. Attorney’s Office. We are cooperating
fully and provided all – are providing all information requested by the
U.S. Attorney’s Office. We simply can’t comment further on the
investigation, and we are not going to speculate on whether it may affect
legislative efforts in the – Illinois this fall. What we do know about this
fall session is there are a number of stakeholders who want to see clean
energy legislation enacted.
Illinois lags behind other progressive states on clean energy policy.

Passing the clean energy legislation is a priority for many stakeholders,
include -- in Illinois, including the Citizens Utility Board, [Labor], the
Clean Jobs Coalition and the Renewable Community. These stakeholders
want to greatly expand their renewable penetration so the state will be able
to achieve the 100% clean energy target by 2030. [Senior Vice President]
Kathleen [Barron] and her team are working with the stakeholders to
help crack the legislation -- the legislative package and the -- inform
members of general assembly on the benefits of this legislation.
b. During the question and answer portion of the call, an analyst asked about the
“broad coalition” supporting CEPA or similar legislation “as we get into the veto
session and whether you think that the state policymakers understand the
implications . . . and the need to take back control of the market.” Crane
responded: “As you can imagine, we have a significant communications drive
with the legislative and the administration on the situation and we are prepared
to present them with a coalition, I’ll let Kathleen [Barron] describe who she’s
working with “17
c. Another analyst asked about the efforts to advance CEPA or similar legislation
and whether “since this news from a few weeks ago came out about the subpoena,
has there been any – have these talks continued?” Defendant Von Hoene
responded:
The activity that has started and continued for a number of months on
advancing the clean energy legislation among the coalition We’re
meeting regularly, we’re doing the stakeholder outreach, we’re trying to
craft a package and educate members of legislature and the tendency of
the grand jury and subpoenas [sic] had no impact on the level of activity
or the intensity of the activity in that regard.
17
Kathleen Barron then identified “a number of stakeholders that are very focused on getting clean energy
legislation enacted in Illinois,” including “folks in the environmental community,” the “renewable developers,”
the “Consumer Advocate,” and the “labor community.”
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d. When asked about “some background of your franchise agreement in Chicago,”

Defendant Pramaggiore responded:
[T]he expiration date is the end December of 2020. The city needs to give
us, in its indication by the end of the year, as to whether they want to
maintain status quo, renegotiate or terminate the franchise agreement. So
we’ll know by the end of the year. But we’re in discussions with them. We
started to have discussions around that. We understand what their
priorities are and they are, I think, priorities are very much aligned with
ours. They want to see more clean energy in the city of Chicago and they
are concerned about vulnerable population in particular in terms of
pricing, and those are all – those are both strong strategic elements of our
focus going forward at all our utilities. But that’s the status right now.
about August 1, 2019, which was attended by Mr. Crane, Mr. Von Hoene, and Ms. Pramaggiore,
and respectfully refer the Court to the transcript of the earnings call for a complete and accurate
119. On August 1, 2019, Exelon and ComEd separately filed the same combined
quarterly report on form 10-Q for the period ended June 30, 2019 (“2Q19 Form 10-Q”), which
was signed by Defendants Crane and Dominguez and contained the following false and
a. The 2Q19 Form 10-Q stated that “Exelon and ComEd received a grand jury
subpoena from the U.S. Attorney’s Office for the Northern District of Illinois
requiring production of information concerning their lobbying activities in the
State of Illinois. Exelon and ComEd have pledged to cooperate fully and are
cooperating fully with the U.S. Attorney’s Office in expeditiously providing the
requested information.”
b. The 2Q19 Form 10-Q incorporated the Operability Risk Statement set forth in
¶104(e), saying “the Registrants’ risk factors were consistent with the risk
factors described in the Registrants’ combined 2018 Form 10-K in ITEM 1A.
RISK FACTORS.”
c. The 2Q19 Form 10-Q emphasized the financial benefits of FEJA, stating:
Pursuant to FEJA, . . . Generation’s Clinton Unit 1, Quad Cities Unit 1

and Quad Cities Unit 2 nuclear plants were selected as the winning
bidders through the IPA’s ZEC procurement event. Generation executed
the ZEC procurement contracts with Illinois utilities, including ComEd,
effective January 26, 2018 and began recognizing revenue with
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effective date of FEJA. During the first quarter 2018, Generation

recognized $150 million of revenue related to ZECs generated from
June 1, 2017 through December 31, 2017.
d. The 2Q19 Form 10-Q also stated that, “[u]nder FEJA, energy efficiency revenue
varies from year to year based upon fluctuations in the underlying costs,
investments being recovered, and allowed ROE. Energy efficiency revenue
increased during the three and six months ended June 30, 2019 as compared to
the same period in 2018, primarily due to the impact of higher rate base.”
e. The 2Q19 Form 10-Q repeated the State Policy Solution Statement set forth in
¶104(a).
f. The 2Q19 Form 10-Q also repeated the same CEPA Lobbying Statement set forth
in ¶112(a).
ANSWER: Deny Paragraph 119, except admit that Exelon and ComEd filed a Form
10-Q on or about June 30, 2019, and respectfully refer the Court to the Form 10-Q for a complete
120. On July 12, 2019 and August 1, 2019, Exelon had published on its website the
same false and misleading statements from the Company Code of Conduct, Political
Contributions Guidelines and Political Contributions Reports set forth in ¶¶97-99.
ANSWER: Deny Paragraph 120, except admit that Exelon’s Code of Business Conduct,
Political Contributions Guidelines, and Political Contributions Reports were available on its
website, and respectfully refer the Court to those documents for a complete and accurate
a. Defendants Exelon’s, ComEd’s, Crane’s, Dominguez’s, and Von Hoene’s

statements suggesting Exelon and ComEd were merely subpoenaed as witnesses
by saying they were subpoenaed to “provid[e] . . . information” and for the
“production of information,” and the receipt of the subpoena “had no impact on
the level” of the Company’s lobbying activity, and its “risk factors” remained
“consistent with the risk factors” in the “combined 2018 Form 10-K,” were false
and misleading because they omitted to disclose that (i) the Company and senior
executives were at substantial risk of criminal penalties (and under investigation)
due to their bribery scheme; and (ii) the Company had made a strategic decision
to change strategy from legal lobbying to an eight-year illegal bribery scheme, in
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which ComEd and senior executives were bribing Public Official A to secure
favorable Illinois legislation, including: (a) indirectly making undisclosed
little or no work for ComEd; (b) hiring and guaranteeing thousands of hours to a
law firm that was valuable and important to Public Official A; (c) hosting and
influencing passage of favorable legislation; (d) hiring interns that were from
Public Official A’s ward and recommended by associates of Public Official A;
and (e) recently appointing an associate of Public Official A to ComEd’s Board of
Directors at the request of Public Official A.
b. Defendants Exelon’s, ComEd’s, Crane’s, Dominguez’s, and Von Hoene’s

statements purporting to describe legitimate lobbying activities, such as claiming
they had “a significant communications drive with the legislative [sic],” and they
were “working with legislators” on proposed favorable legislation, “working with
the stakeholders to help crack the legislation,” “prepar[ing] to present [legislators]
with a coalition,” engaging in activity “for a number of months on advancing the
clean energy legislation among the coalition,” “meeting regularly,” and “trying to
craft a package and educate members of legislature,” were false and misleading
because they omitted to disclose the Company had changed strategy from legal
lobbying to an eight-year illegal bribery scheme, in which ComEd and senior
executives had been bribing Public Official A to secure favorable Illinois
legislation, including: (i) indirectly making undisclosed payments of more than
$1.3 million to associates of Public Official A, who did little or no work for
ComEd; (ii) hiring and guaranteeing thousands of hours to a law firm that was
valuable and important to Public Official A; (iii) hosting and participating in
fundraisers for Public Official A with the expectation of influencing passage of
favorable legislation; (iv) hiring interns that were from Public Official A’s ward
and recommended by associates of Public Official A; and (v) recently appointing
an associate of Public Official A to ComEd’s Board of Directors at the request of
Public Official A.
c. Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s statement

emphasizing the financial benefits “pursuant to FEJA” and the statement touting
that “revenue increased during the three months ended March 31, 2019” from
FEJA were false and misleading for the reasons set forth in ¶105(b).
d. Defendants Exelon’s, ComEd’s, Crane’s, and Dominguez’s Operability Risk

e. Defendants Exelon’s and Crane’s statements in the Company Code of Conduct,

Political Contributions Guidelines, and Political Contributions Reports were
false and misleading for the reasons set forth in ¶¶100(a)-(c).
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Analyst Reaction to the False and Misleading Statements
122. Analysts reacted positively to the false and misleading statements touting, for
example, the Company’s risks as being unchanged and its purported legitimate and successful
lobbying, financial benefits of favorable legislation, efforts to secure additional favorable
legislation, and purported stringent legal and ethical compliance during the Class Period.
123. For example, on June 11, 2019, analysts from Credit Suisse issued a report
reiterating their positive outlook for Exelon stock and stating that proposed “[b]eneficial Illinois
legislation,” which they estimated would provide “~250M of annual capacity revenues,” was
“continu[ing] to be debated, although the concept is generally accepted by most parties,”
suggesting it was likely to pass. Similarly, on June 27, 2019, analysts from Macquarie Research
issued a report also reiterating their “[o]utperform” rating for Exelon stock and stating that “[t]he
IL Legislature should approve the FRR option . . . in November during the veto session.”
form a belief as to the truth of the allegations about “analysts from Macquarie Research,” admit
that Credit Suisse published a report on or about June 11, 2019, and respectfully refer the Court
to the report for a complete and accurate statement of its contents.
124. Even after disclosures regarding the federal investigation involving ComEd’s
outside lobbyists and Public Official A (see ¶¶115-116, 138-143), Defendants’ false and
misleading statements regarding the grand jury subpoena and the Company’s risks and lobbying
efforts successfully mitigated the negative disclosures. For example, on August 13, 2019,
analysts from Credit Suisse issued a report again reiterating their positive views on Exelon. The
analysts believed Exelon was not at risk, stating, for example, “[w]e see support for the Clean
Energy Progress Act (CEPA) unbowed despite a US Attorney Grand Jury and FBI investigation
into [the] Illinois House Speaker [Public Official A].” Rather than targeting Exelon or ComEd or
its employees, analysts noted that the media had “reported a federal investigation into associates
of [Public Official A] who have allegedly taken sizeable payments from [external] ComEd
lobbyists.”
form a belief as to the truth of unspecified allegations about “analysts,” and admit that Credit
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Suisse published a report on or about August 13, 2019, and respectfully refer the Court to the
report for a complete and accurate statement of its contents.
125. As a further example, on August 27, 2019, analysts from Morgan Stanley issued a
report stating that they had increased their price target for Exelon from $56 to $60. The analysts
continued to believe the Company was not the target of the investigation and therefore it would
not impact its ability to obtain passage of favorable legislation, stating that the increased price
target was based on “our view that this legislation in IL [CEPA] is likely to be enacted” and it is
valued at “$4/share.” The analysts made only passing reference to “a federal investigation into a
utility lobbyist in Illinois,” which they described as merely a “potential overhang[].”
ANSWER: Deny Paragraph 125, except admit that Morgan Stanley issued a report on or
about August 27, 2019, and respectfully refer the Court to the report for a complete and accurate
EXELON’S AND COMED’S CLASS PERIOD SEC FILINGS FAILED TO

DISCLOSE REQUIRED INFORMATION
126. In addition to making false and misleading statements, Defendants failed to

disclose mandatory material information in the annual report and quarterly reports filed with the
SEC during the Class Period.
127. Item 7 of SEC Regulation S-K required that Exelon’s and ComEd’s annual
reports on Form 10-K and quarterly reports on Form 10-Q contain “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” (“MD&A”). According to the
SEC, MD&A is intended to “‘give investors an opportunity to look at the [Company] through the
eyes of management by providing a historical and prospective analysis of the registrant’s
financial condition and results of operations, with a particular emphasis on the [Company’s]
prospects for the future.’”
ANSWER: Paragraph 127 contains legal conclusions to which no response is required.
To the extent a response is required, the Exelon and ComEd Defendants deny Paragraph 127,
except admit that the SEC has issued guidance regarding Form 10-K and Form 10-Q, and
respectfully refer the court to SEC Interpretation: Management’s Discussion and Analysis of
Financial Condition and Results of Operations; Certain Investment Company Disclosures for a
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128. Pursuant to Item 303 of SEC Regulation S-K, 17 C.F.R. §229.30 (“Item 303”),
Exelon’s and ComEd’s Form 10-K and Form 10-Qs were required to “[d]escribe any known
trends or uncertainties that have had or that [the Company] reasonably expects will have a
material favorable or unfavorable impact on net sales or revenues or income from continuing
operations.” 17 C.F.R. §229.303(a)(3)(ii). Item 303 also required Exelon’s and ComEd’s Form
10-K and Form 10-Qs to disclose events that would “cause a material change in the relationship
between costs and revenues” and “any unusual or infrequent events or transactions or any
significant economic changes that materially affected the amount of reported income from
continuing operations and, in each case, indicate the extent to which income was so affected.” 17
C.F.R. §229.303(a)(3)(i)-(ii).
a. In violation of Item 303, the 2018 Form 10-K signed by Crane, Pramaggiore, and
Dominguez, and the 1Q19 Form 10-Q and 2Q19 Form 10-Q signed by Crane and
Dominguez, failed to disclose material trends, events, and uncertainties known to
management that were reasonably expected to have a material adverse effect on
the Company’s resources and results of operations, namely that: the Company
faced substantial risk of criminal penalties due to the Company’s changed strategy
from legal lobbying to an eight-year illegal and undisclosed bribery scheme, in
which ComEd and senior executives were bribing Public Official A to secure
favorable Illinois legislation, including: (i) indirectly making undisclosed
little or no work for ComEd; (ii) hiring and guaranteeing thousands of hours to a
law firm that was valuable and important to Public Official A; (iii) hosting and
influencing passage of favorable legislation; (iv) hiring interns that were from
Public Official A’s ward and recommended by associates of Public Official A;
and (v) appointing an associate of Public Official A to ComEd’s Board of
Directors at the request of Public Official A.
129. These known trends, events, or uncertainties were reasonably likely to have a
material unfavorable impact on Exelon’s and ComEd’s revenue and net income from continuing
operations by compromising the approval of proposed and future favorable legislation and/or
subjecting Exelon or ComEd to substantial fines or other penalties, as reflected in the $200
million penalty the Company agreed to pay as part of the DPA.
130. Item 105 of SEC Regulation S-K, 17 C.F.R. §229.105 (“Item 105”), specifically
required Exelon’s and ComEd’s Form 10-K and Form 10-Qs to provide “a discussion of the
most significant factors that make an investment in the registrant or offering speculative or
risky.” In violation of Item 105, the 2018 Form 10-K signed by Crane, Pramaggiore, and
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Dominguez, and the 1Q19 Form 10-Q and 2Q19 Form 10-Q signed by Crane and Dominguez,
failed to discuss the following significant factors that made investment in Exelon risky: that
Exelon and ComEd faced substantial risk of criminal penalties, and substantial risk that proposed
and future favorable legislation would be compromised, due to the Company’s changed strategy
from legal lobbying to an eight-year illegal and undisclosed bribery scheme, in which ComEd
and senior executives were bribing Public Official A to secure favorable Illinois legislation,
including: (i) indirectly making undisclosed payments of more than $1.3 million to associates of
Public Official A, who did little or no work for ComEd; (ii) hiring and guaranteeing thousands of
hours to a law firm that was valuable and important to Public Official A; (iii) hosting and
participating in fundraisers for Public Official A with the expectation of influencing passage of
favorable legislation; (iv) hiring interns that were from Public Official A’s ward and
recommended by associates of Public Official A; and (v) appointing an associate of Public
Official A to ComEd’s Board of Directors at the request of Public Official A.
131. Rather than disclose these factors, Defendants provided false and misleading risk
factors that concealed the true risks of investment in Exelon. See ¶¶104(e), 105(c), 112(c),
119(b).
132. Demonstrating that the stated risk factors were inadequate under Item 105 during
the Class Period, Exelon and ComEd added the following risk factors for the first time after the
Class Period ended, on February 11, 2020, in their annual report on Form 10-K for the period
ending December 31, 2019: “The outcome of the U.S. Attorney’s Office . . . investigations
cannot be predicted and could subject Exelon and ComEd to criminal or civil penalties, sanctions
or other remedial measures,” and “[a]ny of the foregoing, as well as the appearance of non-
compliance with anti-corruption and anti-bribery laws, could have an adverse impact on
Exelon’s and ComEd’s reputation or relationship with regulatory and legislative authorities.”
to the Form 10-K for a complete and accurate statement of its contents.
133. Generally accepted accounting principles (“GAAP”), and specifically Financial

Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 450 (“ASC
450”), Contingencies, also required disclosures in the 2Q19 Form 10-Q signed by Crane and
Dominguez regarding the Company’s bribery scheme and potential loss exposure stemming from
civil, criminal, and financial penalties and consequences due to the misconduct. More
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specifically, ASC 450 requires disclosure in the footnotes to the financial statements for material
loss contingencies and/or significant risk and uncertainties.18
ANSWER: Deny Paragraph 133 and respectfully refer the Court to Accounting
Standards Codification (“ASC”) 450 for a complete and accurate statement of its contents.
134. Under ASC 450, disclosing a loss contingency is required when there is more than
a remote chance that a loss will be incurred. The threshold for disclosure of a loss contingency
(as opposed to a higher threshold for the accrual of a loss contingency) is very low – ASC 450
requires disclosure only when the loss is “[r]easonably possible,” which is defined as, “[t]he
chance of the future event or events occurring is more than remote but less than likely.” Under
ASC 450, the disclosure shall indicate the nature of the contingency and an estimate of the
possible loss or range of loss or state that such an estimate cannot be made.
ANSWER: Deny Paragraph 134 and respectfully refer the Court to ASC 450 for a
135. ASC 450 specifically addresses the disclosure of “pending or threatened

litigation,” stating that when “determining whether accrual and/or disclosure is required with
respect to pending or threatened litigation,” companies must consider: (i) “[t]he period in which
the underlying cause (i.e., the cause for action) of the pending or threatened litigation or of the
actual or possible claim or assessment occurred”; (ii) “[t]he degree of probability of an
unfavorable outcome”; and (iii) “[t]he ability to make a reasonable estimate of the amount of
loss.” ASC 450 adds that:
With respect to unasserted claims and assessments, an enterprise must determine

the degree of probability that a suit may be filed or a claim or assessment may be
asserted and the possibility of an unfavorable outcome [A]n investigation of an
enterprise by a governmental agency, if enforcement proceedings have been or are
likely to be instituted, is often followed by private claims for redress, and the
probability of their assertion and the possibility of loss should be considered in
each case.
ANSWER: Deny Paragraph 135 and respectfully refer the Court to ASC 450 for a
136. Here, the Company’s bribery scheme spanned eight years and included more than
$1.3 million in bribes, the retention of a law firm, the appointment of a board member, and
18
ASC 450 (formerly Statement of Financial Accounting Standards No. 5, Accounting for Contingencies) defines
a loss contingency as “[a]n existing condition, situation, or set of circumstances involving uncertainty as to [a]
possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to
occur.”
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hosting fundraisers, all of which were intended to influence Public Official A. The bribery
scheme resulted in financial benefits to the Company that exceeded $150 million as a result of
rate increases by ComEd, as well as subsidies to be paid up to $2.35 billion to Exelon
Generation. The bribery payments, which the Company has admitted were carried out with the
intent to influence and reward Public Official A in his official capacity, were unlawful, and the
Company was clearly on notice of the criminal investigation as of the filing of the 2Q19 Form
10-Q. By that time, the Company had received a subpoena (¶116); established a Board
committee in connection with the subpoena (¶144); had been advised of the nature of the
criminal investigation (¶210); was aware of the raid of the home of and had cut ties with the
main outside lobbyist involved in the bribery scheme (¶¶138, 204); was aware of the raid of the
house of Kevin Quinn and payments made by outside ComEd lobbyists to Kevin Quinn (¶¶115,
140); and was aware of the raid of the home of Zalewski – Associate 3 in the DPA – regarding
“efforts to get work for Zalewski at ComEd and the interactions between [Public Official A],
Zalewski and . . . McClain” (¶115). The civil, financial, and potentially criminal consequences
for the illegal behavior made a future loss “more than remote,” thus satisfying the standard for
disclosure under ASC 450.
THE TRUTH BEGINS TO EMERGE
137. The truth about the Company’s bribery scheme emerged over the course of a
series of disclosures, causing declines in the price of Exelon common stock.
July 2019 Disclosures
138. After market close on July 18, 2019, the Chicago Tribune published a report
disclosing that “[t]he FBI ha[d] raided” the home of McClain, one of Exelon and ComEd’s top
lobbyists, in “mid-May” pursuant to a search warrant, which can only be obtained if federal law
enforcement “convince[s] a judge there is probable cause to believe a crime has been committed
and that evidence of that crime exists in the home.” The article reiterated that McClain was a
long-time lobbyist for ComEd and reported that “McClain was a point man in the discussions
about major ComEd and parent company Exelon legislation for decades. He retired as a lobbyist
shortly after the passage of legislation in December 2016 [FEJA] that raised electricity rates on
Illinois residents and businesses to help bail out a pair of Exelon’s nuclear power plants.”
the allegations in Paragraph 138, except admit that the Chicago Tribune published a report on or
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about July 18, 2019, and respectfully refer the Court to that report for a complete and accurate
139. After the news on July 18, 2019, the price of Exelon common stock declined from
$48.76 per share on July 18, 2019 to $47.57 per share on July 19, 2019, eliminating more than $1
billion in market capitalization for Exelon. Exelon’s 2.4% common stock price decline was four
times larger than the modest 0.6% decline in the S&P 500 Index on the same day.
140. On July 24, 2019, the Chicago Tribune reported that, according to “[r]ecords
obtained by the Tribune,” $10,000 worth of checks were sent to Quinn, a “former top [Public
Official A] lieutenant” and that “[t]he checks came from accounts linked to five current or
former lobbyists for utility giant ComEd, including . . . McClain.” the Chicago Tribune article
further reported, “[t]he FBI is looking at the checks as part of an ongoing investigation, a source
with knowledge of the probe told the Tribune.” The article detailed the following payments made
from lobbyists connected to ComEd:
• Four $1,000 checks dated September 2018, January 2019, February 2019, and
March 2019 to Kevin Quinn from the firm of John Bradley, a former state
representative and “now a registered lobbyist for ComEd.”
• Two $1,000 checks dated January 2019 to Kevin Quinn from Cornerstone
Government Affairs, where “ComEd is a Cornerstone client.”
• One $1,000 check dated December 2018 to Kevin Quinn from the lobbying firm
of Tom Cullen, a former Public Official A political director and “a former ComEd
lobbyist.”
• One $2,000 check dated January 2019 to Kevin Quinn from the lobbying firm of
• One $1,000 check dated January 2019 to Kevin Quinn from Michael McClain.
Another $1,000 check was sent to Kevin Quinn from an unnamed businessman,
with “McClain” written in the memo line.
the allegations in Paragraph 140, except admit that the Chicago Tribune published an article on
or about July 24, 2019 and that ComEd entered into the DPA, which addresses certain of the
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141. The same morning, July 24, 2019, Crain’s published an article that discussed the
payments similar to the report published by the Chicago Tribune and also discussed the
connection between political contributions to Public Official A and the financial benefits of
Exelon and ComEd’s legislative successes:
ComEd and its parent company, Exelon, are perhaps the most politically potent
business interests in Illinois. Both donate substantial sums to political campaigns
and have employed many former lawmakers and others close to [Public Official
A] as lobbyists and consultants.
In recent years, [Public Official A] has provided immense help to Exelon, first by
shepherding through ComEd’s $2.6 billion smart-grid law in 2011 over the veto
of Democratic Gov. Pat Quinn. That act has led to substantial rate hikes to finance
ComEd’s grid modernization program and a regulatory rate-setting system that
enables the utility to change rates annually via a formula with limited regulatory
oversight.
In 2016 [Public Official A] helped usher through a ratepayer-funded bailout for

two nuclear plants Exelon had threatened to close. That was one of the only
measures [Public Official A] and Republican Gov. Bruce Rauner agreed on
during Rauner’s single term. The bailout provides Exelon with more than $200
million in additional revenue each year and costs the average Illinoisan an extra
$2 or so per month on their electric bill.
about July 24, 2019 and that ComEd entered into the DPA, which addresses certain of the
142. After the news on July 24, 2019, the price of Exelon common stock fell from a
close of $46.36 on July 23, 2019 to a close of $45.48 on July 24, 2019, eliminating more than
$850 million in market capitalization for Exelon, even on a day when the S&P 500 Index
increased.
143. Although the July 2019 disclosures partially revealed misconduct and an
investigation connected to certain of the Company’s outside lobbyists and Public Official A,
Defendants’ false and misleading statements continued to conceal the bribery scheme, the scope
and extent of the misconduct, the direct involvement of the Company and its senior executives,
and that the Company was facing a criminal investigation that exposed it to significant criminal
penalties and substantial risks to its legislative agenda.
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October 2019 Disclosures
144. On October 4, 2019, ComEd filed a Form 8-K with the SEC disclosing that
Marquez had retired two days earlier. On October 9, 2019, Exelon and ComEd filed a Form 8-K
with the SEC stating that Exelon and ComEd had “received a second grand jury subpoena from
the U.S. Attorney’s Office for the Northern District of Illinois that requires production of records
of any communications with certain individuals and entities, including Illinois State Senator
Martin Sandoval.” It also disclosed that “[o]n June 21, 2019, the Exelon Corporation Board
formed a Special Oversight Committee, consisting solely of independent directors, to oversee
[Exelon and ComEd’s] cooperation and compliance with the subpoena, any further action taken
by the U.S. Attorney and any resulting actions that may be required or recommended.”
ANSWER: Admit that Exelon and ComEd filed Forms 8-K on or about October 4, 2019
and October 9, 2019, and respectfully refer the Court to the Forms 8-K for a complete and
145. After market close on October 15, 2019, Exelon issued a press release announcing
the sudden “retirement” of Pramaggiore from both her role as the CEO of Exelon Utilities and as
Vice Chairman of the ComEd Board of Directors, “effectively immediately.” The next day,
October 16, 2019, the Chicago Tribune published a report titled, “Exelon Utilities CEO Anne
Pramaggiore abruptly retires amid federal probe into Illinois lobbying,” which stated that the
“announcement of Pramaggiore’s retirement came less than a week after Exelon and ComEd
acknowledged they had received a second subpoena” from federal investigators.
ANSWER: Deny Paragraph 145, except admit that Exelon issued a press release on or
about October 15, 2019 and that the Chicago Tribune published an article on or about October
16, 2019, and respectfully refer the Court to these documents for a complete and accurate
146. The Chicago Tribune also reported “[a] source with knowledge of the
investigation told the Tribune that Pramaggiore is one focus of the ongoing federal probe” and
that Pramaggiore declined an interview request “through a spokesman at a crisis communications
firm.” The article added, “Pramaggiore, who also was senior executive vice president, was a key
player in ComEd’s success over the years in Springfield. Exelon and ComEd employ one of the
largest lobbying contingents at the Capitol and historically are among the biggest campaign
contributors to state lawmakers.”
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or about October 16, 2019, and respectfully refer the Court to the article for a complete and
147. Analysts following Exelon quickly reacted to the news:
a. On October 16, 2019, analysts from Evercore ISI issued a report stating that they
were “concerned about exposure to an ongoing federal criminal investigation into
political corruption in IL.” In addition, the analysts now highlighted the direct risk
to the Company from the investigation, stating, “[t]he sudden departure of
Pramaggiore after EXC [Exelon] disclosed receiving a second subpoena from the
U.S. Attorney’s office six days ago cannot be interpreted in any other way [than]
being directly related to each other, meaning the risk that ComEd/EXC are not
just being asked to supply information to the investigation but could also be under
scrutiny for criminal behavior is now heightened.” The analysts added that
“[i]nvestors should also note that ComEd’s franchise agreement with the city of
Chicago is set to expire at YE ‘20 and needs to be renewed, which poses another
risk.”
b. On October 16, 2019, analysts from Morningstar Equity Research issued a report
titled, “Exelon Utilities: Abrupt Executive Departure Turns Investor Focus to
Federal Probe.” The analysts reported that Pramaggiore “abruptly resigned Oct.
15” and noted that “[d]uring her tenure, [Pramaggiore] played a key role in
lobbying for key regulatory changes in the state, among them the 2011 smart-grid
law that supported nearly $3 billion in grid modernization capital investments.”
The analysts expressed “concern” about Pramaggiore’s departure and similarly
noted the risk to Exelon from the investigation, adding, “Pramaggiore’s abrupt
departure suggests her resignation was due to her time at ComEd,” and “Exelon’s
exposure to both political and regulatory damage from the federal corruption
probe may be higher than previously believed and could be a huge setback given
the recent improvement in Illinois’ regulatory environment.”
c. On October 16, 2019, SPG Global published an article titled “Exelon Utilities
CEO resigns as Illinois lobbying probe intensifies.” The article reported that
“Mizuho Securities on Oct. 16 issued a research report stating that if Exelon
lobbyists or executives are indicted, legislative proposals to compensate nuclear
plants and extend Commonwealth Edison’s formula rate plan would likely not be
adopted in the regular session in January 2020.”
d. On October 17, 2019, analysts from Morgan Stanley issued a report stating that
“[y]esterday, following the news about Pramaggiore’s early retirement the night
before, EXC’s stock underperformed the group by 5%” and stated that “the
resignation of two senior ComEd executives in a short period of time, coincident
in time with the federal investigation of various persons in Illinois, is in our view
concerning.” In outlining the risks associated with the federal investigation, the
analysts highlighted that potential damage could include “a degradation in the
relationship between the company and legislators and regulators in Illinois.” The
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analysts noted that Exelon was seeking 2019 legislation that would allow its
nuclear plants to enter into long-term capacity contracts that “would add $4/share
in value,” but noted that was at risk because “[i]t is possible that an unfavorable
outcome of the of the federal investigation” could “reduce or eliminate the
chances of such legislation passing.” Moreover, the analysts said, “there is a
possibility of the legislature passing an extension of the current utility rate
construct, in which an unfavorable investigation outcome could have a similar
‘chilling effect’ on such legislation.”
ANSWER: Deny Paragraph 147, except deny knowledge or information necessary to
form a belief as to the truth of unspecified allegations of “analysts,” and admit that Evercore ISI
published a report on or about October 16, 2019, that Morningstar Equity Research published a
report on or about October 16, 2019, that SPG Global published a report on or about October 16,
2019, and that Morgan Stanley published a report on or about October 16, 2019, and respectfully
refer the Court to those reports for a complete and accurate statement of their contents.
148. After the news on October 15-17, 2019, the price of Exelon common stock
declined from $47.06 per share on October 15, 2019 to $44.91 per share on October 16, 2019
and to $44.06 per share on October 17, 2019, eliminating approximately $2.9 billion in market
capitalization, even though the S&P 500 Index experienced a net increase between October 15 to
October 17, 2019.
149. On October 18, 2019, analysts from SunTrust Robinson Humphrey cut their price
target by 8%, noting that “[t]he legal issues in IL have created uncertainty around the following:
(1) the potential passage of new legislation that EXC [Exelon] has been supporting; (2) the IL
legislative change to Com Ed [sic] formula rates . . . ; and (3) the passage of Zero Emission
Credit (ZEC) legislation in IL in 2016.”
the allegations in Paragraph 149, except admit that Sun Trust Robinson Humphrey published a
report on or about October 18, 2019, and respectfully refer the Court to the report for a complete
150. Investigative journalists continued to confirm that ComEd and its employees were
targeted in the investigation in the following days. For example, on October 18, 2019, WBEZ
Chicago published an article titled, “Source Feds Focus On Clout Hires at ComEd, Leader of
Chicago’s City Club.” The article stated that “[f]ederal investigators are looking into allegations
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that Commonwealth Edison hired multiple politically connected employees and consultants in
exchange for favorable government actions, including electricity rate increases, WBEZ has
learned. A source involved in the investigation said authorities believe many of the clout hires at
the state’s largest electric utility got paid but did little or no work, and some of them have ties to
[Public Official A].” The article added that “agents investigating those hires are also probing the
role played by Jay Doherty, a longtime lobbyist for ComEd and president of the City Club of
Chicago, the source said.”
the allegations in Paragraph 150, except admit that WBEZ Chicago published an article on or
about October 18, 2019 and that ComEd entered into the DPA, which addresses certain of the
151. WBEZ Chicago noted that “ComEd depends on Springfield lawmakers and
regulators for permission to increase electricity rates for its more than 4 million Illinois
customers” and highlighted the departures of Pramaggiore and Marquez, as well as the departure
of “John Hooker [as an external] lobbyist [for] ComEd.” The article noted the negative impact on
Exelon’s stock price from the revelation that the Company’s employees were under
investigation, stating, “[t]he federal probe and Pramaggiore’s exit this week already had shaken
investor confidence in Exelon – and caused a dip in the company’s stock price. The Chicago
based company, which trades on the NASDAQ exchange, fell 2 percent Thursday [October 17,
2019] to a little over $44 a share. That was its lowest level since December.”
ANSWER: Deny Paragraph 151, except admit that WBEZ Chicago published an article
on or about October 18, 2019, and respectfully refer the Court to that article for a complete and
152. The following week, on October 21, 2019, the Chicago Tribune reported that a
subpoena and search warrant had been executed at the City Club of Chicago, where Doherty was
President. The article reported that the subpoena and search warrant were “executed in mid-May,
[and] requested information about several ComEd officials, including Anne Pramaggiore, a
source said.” The article added that “[t]wo other longtime ComEd lobbyists – John Hooker and
Fidel Marquez – are also named in the subpoena and search warrant, a source said.”
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or about October 21, 2019, and respectfully refer the Court to that article for a complete and
153. On October 24, 2019, Crain’s published an article again discussing the financial
risk of the new legislation not passing, saying that “[i]f a legal cloud hovering over Exelon
persists, state legislation bailing out more of the company’s nuclear power plants and extending
highly generous regulatory treatment for its Commonwealth Edison utility isn’t likely to pass
when state lawmakers reconvene next year, either.” Crain’s noted that “[a]ny threat to Exelon’s
legislative clout worries Wall Street. The Oct. 15 retirement of Anne Pramaggiore, CEO of
Exelon’s regulated electric utilities, sent Exelon stock tumbling more than 6 percent.” The article
added that the investigation might make the Governor less likely to support the legislation: “In a
statement, a spokeswoman makes it clear that the subpoenas got Pritzker’s attention. ‘Given the
current federal investigation, it’s more important than ever to ensure that the public has
confidence in any energy proposals that move through the legislature.’”
about October 24, 2019, and respectfully refer the Court to that article for a complete and
154. On October 31, 2019, Exelon and ComEd each separately filed the same
combined quarterly report on Form 10-Q for the quarter ending September 30, 2019 (“3Q19
Form 10-Q”). The 3Q19 Form 10-Q disclosed that, in addition to the subpoenas from the U.S.
Attorney’s Office for the Northern District of Illinois, “[o]n October 22, 2019, the SEC notified
Exelon and ComEd that it has also opened an investigation into their lobbying activities. Exelon
and ComEd have cooperated fully and intend to continue to cooperate fully and expeditiously
with the U.S. Attorney’s Office and the SEC. Exelon and ComEd cannot predict the outcome of
the subpoenas or the SEC investigation.”
ANSWER: Deny Paragraph 154, except admit that Exelon and ComEd filed a quarterly
report on Form 10-Q for the quarter ending September 30, 2019, and respectfully refer the Court
to the Form 10-Q for a complete and accurate statement of its contents.
155. Also on October 31, 2019, the Company hosted a conference call to discuss its 3Q
2019 results, during which Defendant Dominguez acknowledged their practices would need to
change in light of the investigation stating “certainly, we’ll have learnings as a consequence of
it.” In the same call, Defendant Crane acknowledged the financial impact if the legislation did
not pass, which could require Exelon to close its Illinois nuclear plants stating, “[w]e’re working
on legislation that would either secure the other 4 sites in the state through the FRR process or
we’ll shut those plants down.” He later added, “[i]f, for some reason, we don’t garner support as
a coalition in a large group of stakeholders to go forward with the legislation, by what we see in
the market forwards today, plants will start to shut down. That’s the reality if something doesn’t
happen in the spring.”
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about October 31, 2019, which was attended by Messrs. Dominguez and Crane, and respectfully
refer the Court to the transcript of the call for a complete and accurate statement of its contents.
156. In response to Crane’s perceived threat to close the plants and cost state jobs, the
Governor’s office responded: “‘If companies under a federal microscope believe it’s appropriate
to make threats to get their way, they need to recalibrate their thinking and how they deal with
this administration. The governor’s priority is to work with principled stakeholders on clean
energy legislation that is above reproach.’”
the allegations in Paragraph 156, except admit that the quoted language has been attributed to a
spokesperson for the Governor, including in an article published by WBEZ Chicago on or about
October 31, 2019, and respectfully refer the Court to that article for a complete and accurate
157. Later in the day, Crain’s published an article titled, “Another federal probe of
Exelon: This time, it’s the SEC,” which noted that the SEC investigation “may not be confined to
Illinois.” In addition, referencing the Governor’s office’s statement, the Crain’s article stated that
“[t]he investigations of the company were noted by a spokeswoman for Gov. J.B. Pritzker, who
responded negatively to [Defendant] Crane’s threat issued on the earnings call that Exelon would
close four Illinois nuclear plants if the state doesn’t pass legislation in the spring to provide more
ratepayer money to the financially pressured facilities.”
the allegations in Paragraph 157, except admit that Crain’s published an article titled “Another
federal probe of Exelon: This time, it’s the SEC” and refer the Court to that article for a complete
158. After the news on October 31, 2019, the price of Exelon’s common stock declined
from a close of $46.66 on October 30, 2019 to a close of $45.49 on October 31, 2019,
eliminating more than $1 billion of market capitalization on a day when the S&P 500 Index
remained relatively flat.
159. On October 31, 2019, analysts from SunTrust Robinson Humphrey issued a report
titled, “Reducing 2019-2020 Estimates.” The report stated that “the Illinois investigation related
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to the company’s lobbying activities in the state remains an overhang. In addition to the grand
jury subpoenas from the US Attorney’s office in Illinois, the company disclosed that the SEC has
also opened up an investigation.”
ANSWER: Deny Paragraph 159, except admit that SunTrust Robinson Humphrey
issued a report on or about October 31, 2019, and respectfully refer the Court to the report for a
160. Confirming the negative financial impact of the investigation into the bribery
scheme, on November 6, 2019, Energy News reported that the “federal probe is widely seen to
have torpedoed the bill’s chances in a six-day veto session concluding next week, and cast doubt
on its chances in next year’s regular session.”
ANSWER: Deny Paragraph 160, except admit that Energy News issued a report on or
about November 6, 2019, and respectfully refer the Court to the report for a complete and
POST CLASS-PERIOD EVENTS
161. On February 11, 2020, Exelon and ComEd each separately filed the same
combined annual report on Form 10-K for the year ending December 31, 2019 (“2019 Form 10-
K”). Unlike Exelon’s and ComEd’s filings during the Class Period, which failed to disclose the
risks of the bribery scheme and criminal investigation, the 2019 Form 10-K warned investors
that the criminal investigation “could subject Exelon and ComEd to criminal or civil penalties,
sanctions or other remedial measures.” In addition, it also warned investors for the first time that
such investigations, penalties, and sanctions, or even “the appearance of non-compliance with
anti-corruption and anti-bribery laws, could have an adverse impact on Exelon’s and ComEd’s
reputation or relationship with regulatory and legislative authorities, customers and other
stakeholders, as well as their consolidated financial statements.”
report on Form 10-K for the year ending December 31, 2019, and respectfully refer the Court to
the 2019 Form 10-K for a complete and accurate statement of its contents.
162. On March 2, 2020, Crain’s published an article titled, “Pritzker recruits former
utility nemesis for help on state energy bill,” which reported that the Illinois Governor had hired
a former ICC chairman “to advise on legislation to advance more clean-energy development in
Illinois.” The article explained that the former chairman had led then-Governor Quinn’s efforts
to veto EIMA in 2011 and that his hiring “gives Pritzker some credibility in his pledge that the
comprehensive energy bill he wants the Legislature to take up this spring won’t be a sop to the
formerly clout-heavy ComEd and its parent, Chicago-based Exelon. ComEd is under the
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microscope over its lobbying tactics and allegations of favor-trading and improper hiring in a
wide-ranging federal probe of corruption in Springfield and local governments around Illinois.”
about March 2, 2020, and respectfully refer the Court to the article for a complete and accurate
163. On July 17, 2020, Exelon and ComEd filed a Form 8-K disclosing that ComEd
had entered into the DPA. The Form 8-K stated, “Under the DPA, the USAO will file a single
charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and
payments associated with those jobs and subcontracts for the benefit of the Speaker of the
Illinois House of Representatives and the Speaker’s associates, with the intent to influence the
Speaker’s action regarding legislation affecting ComEd’s interests.”
ANSWER: Admit Paragraph 163 and respectfully refer the Court to the Form 8-K for a
164. As noted, ComEd is a controlled subsidiary of Exelon, and Exelon also filed the
Form 8-K attaching the DPA as an exhibit. The DPA stated that it was agreed to “pursuant to
authority granted by the Board of Directors of Exelon.” Thus, the DPA provided admissions on
behalf of ComEd and Exelon (i.e., the Company). More specifically, the DPA stated the
Company agreed that “the facts alleged in the Information and described in the Statement of
Facts are true and accurate.”
ANSWER: Paragraph 164 contains legal conclusions to which no response is required.
To the extent a response is a required, the Exelon and ComEd Defendants deny Paragraph 164,
except admit that ComEd is a subsidiary of Exelon, that Exelon filed a Form 8-K attaching the
DPA as an exhibit, and that ComEd entered into the DPA, and respectfully refer the Court to the
Form 8-K and the DPA for a complete and accurate statement of their contents.
165. The DPA was signed by Exelon’s Executive Vice President for Compliance and
Audit, who attested that he had “carefully reviewed the terms of this Agreement with the Exelon
Corporation . . . Board of Directors,” that he had “caused outside counsel for ComEd and Exelon
to advise the Exelon Board of Directors fully of the rights of ComEd, of possible defenses, of the
Sentencing Guidelines’ provisions, and of the consequences of entering into the Agreement,” and
that he “voluntarily agree[d], on behalf of ComEd, to each of its terms.” The DPA bound ComEd
to pay $200 million and institute remedial policies and practices including compliance testing,
training, internal reporting, and discipline, and also required ComEd to cooperate with, and
provide periodic reports to, the federal prosecutors.
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166. Pursuant to the DPA, on July 17, 2020, the U.S. Attorney’s Office for the
Northern District of Illinois filed an Information charging ComEd with bribery in violation of 18
U.S.C. §666(a)(2). Reflecting the admitted facts in the DPA, the Information charged that
ComEd “corruptly gave, offered, and agreed to give things of value, namely, jobs, vendor
subcontracts, and monetary payments associated with those jobs and subcontracts, for the benefit
of Public Official A and Public Official A’s associates, with the intent to influence and reward
Public Official A, as an agent of the State of Illinois.”
ANSWER: Admit Paragraph 166 and respectfully refer the Court to the Information and
the DPA for a complete and accurate statement of their contents.
167. In an Exelon release issued on July 17, 2020, Defendant Crane stated that Exelon
had conducted an investigation, and “[w]e concluded from the investigation that a small number
of senior ComEd employees and outside contractors orchestrated this misconduct, and they no
longer work for the company.” Further confirming that Defendant Pramaggiore’s and Marquez’s
“retirements” were actually terminations, the Chicago Sun-Times reported later that day that,
during an interview, Crane stated, “‘We have taken all the corrective actions that we can against
anybody that was orchestrating this. They are no longer with ComEd.’”
ANSWER: Deny Paragraph 167, except admit that Exelon published a press release on
or about July 17, 2020 and that the Chicago Sun-Times published an article on or about July 17,
2020, and respectfully refer the Court to these documents for a complete and accurate statement
of their contents.
168. Notably, Defendant Crane never said whether his conduct was the subject of the
Company investigation, which appeared to focus on those reporting to him. Moreover, the article
reported that Pramaggiore, who Crane was clearly referring to as an individual that
“orchestrated” the “misconduct” and no longer worked for the Company, pushed back on any
notion that she or any ComEd employees acted unilaterally or without knowledge of Exelon’s or
ComEd’s senior executives. Pramaggiore reported directly to Crane and a spokesperson for her
issued a statement to the media addressing the allegations of bribery payments, saying, “‘During
her tenure, she and other current and former ComEd and Exelon executives received, evaluated
and granted many requests to provide appropriate and valuable services to the companies, none
of which constitute unlawful activity.’”
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ANSWER: Deny Paragraph 168, except admit that the Chicago Sun-Times published an
article on or about July 17, 2020, and respectfully refer the Court to the article for a complete and
169. On July 21, 2020, Crain’s published an article calling for Crane to be removed as
CEO, stating that “Crane also deserves to lose his job for presiding over corruption on a
breathtaking scale during eight years atop the parent company of Commonwealth Edison. The
facts set forth in the deferred prosecution agreement and criminal information unveiled on Friday
describe a multiyear bribery campaign by top ComEd officials seeking state legislation essential
to Exelon’s business strategy.” After noting that Pramaggiore “orchestrated the hiring of [Public
Official A’s] pals as lobbyists and lawyers,” the article added, “[t]his was no penny-ante
kickback scheme by low-level purchasing agents. The allegations – which ComEd doesn’t
dispute – outline a continuous campaign of corruption carried out by senior executives, including
one of Crane’s direct reports. In short, the corruption took place not merely on Crane’s watch but
under his nose.” The article further noted that “[a]s Exelon’s largest utility, it couldn’t be more
important to Crane’s goal of building up utility operations” and that Crane “serves as a ComEd
director, responsible for monitoring top utility execs.”
about July 21, 2020 and that ComEd entered into the DPA, which addresses certain of the
170. On July 27, 2020, the Chicago Sun-Times published an article titled, “To keep
franchise, ComEd must reform, Lightfoot warns.” The article stated that Chicago Mayor Lori
Lightfoot “delivered a shape-up-or-else ultimatum in a letter she emailed to [the] ComEd CEO.”
The article noted that the letter stated Mayor Lightfoot was “‘deeply disturbed’” by ComEd’s
admissions and that she found “‘the company’s response thus far to this clearly unethical
behavior to be inadequate.’” To renew the franchise, the letter said, “‘the City expects the
company to implement (1) a comprehensive ethics reform plan that rebuilds trust with the City,
its residents and its businesses, and (2) my administration’s policy priorities around energy and
sustainability, equitable economic development, utility affordability and transparency.’”
According to the Chicago Sun-Times, the letter demanded “‘a significant commitment from the
company to right historic wrongs.’”
article on or about July 27, 2020 and respectfully refer the Court to the article for a complete and
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171. Two days later, on July 29, 2020, the ICC held a hearing to address ComEd’s
admitted conduct in the DPA. During the hearing, ICC commissioners emphasized the negative
impact the Company’s bribery scheme had on its relationships with regulators, stating, for
example, that the ICC “must hold ComEd accountable under the Public Utilities Act and all
relevant regulatory mechanisms” and that the ICC “will not be rubber-stamping ComEd’s ethics
policies.” In responding to questions from the commissioners about the Company’s policy
changes following the bribery scheme, Exelon’s Executive Vice President of Compliance
recognized the pervasiveness of the scheme, saying, “[t]his was a huge mess. We are making
some correspondingly huge changes in our compliance controls.” He later added, “[w]e realize
that there is a significant public trust deficit. There is a – and in some ways, the most important
cost to us of this episode.”
ANSWER: Deny Paragraph 171, except admit that the ICC held a hearing on or about
July 29, 2020 and that ComEd entered into the DPA, and respectfully refer the Court to the
transcript of the hearing and the DPA for a complete and accurate statement of their contents.
172. Also during the hearing, Defendant Dominguez said that “ComEd has admitted
the misconduct” and that “[t]here are no excuses for our conduct.” Media reported that a
commissioner raised a concern that customers would ultimately pay the $200 million criminal
penalty through rate increases, but Defendant Dominguez said the cost would be borne by
shareholders. Specifically, Dominguez said it “will be paid from cash Exelon has on hand and
will be repaid by ComEd to Exelon as its shareholder out of profits that ComEd otherwise would
have earned,” the result of which “is that neither the cash nor equity position of ComEd will be
changed, and all of the funds will have come from the shareholder, Exelon.”
ANSWER: Deny Paragraph 172, except admit that the ICC held a hearing on or about
July 29, 2020 and that ComEd entered into the DPA, and respectfully refer the Court to the
transcript of the hearing and the DPA for a complete and accurate statement of their contents.
quarter 2020 results. In his opening remarks, Crane seemed to acknowledge that investors and
legislators had been misled by Defendants’ prior statements, stating “We’re extremely
disappointed in the seriousness of the past misconduct, and we know many stakeholders
understandably feel the same disappointment. We have – you have our commitment that we will
take every possible step to earn back the confidence and trust we have lost with others. This will
not happen overnight and it will be a formidable task, but we are resolved to get there.” When
asked whether the DPA would impact proposed legislation, Crane answered, “[t]here’s an
obvious issue that trust has been eroded. Although it’s isolated to ComEd, it has effect on all the
entities. And so there’s been a lot of press reporting and there’s been some disappointed
stakeholders and is rightfully so. And so our job is to rebuild the trust of those that we serve.”
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about August 4, 2020, and respectfully refer the Court to the transcript of the earnings call for a
174. Crane essentially admitted the Company Code of Conduct had not been followed
and that they had not been monitoring compliance, stating, “We apologize for what went on. We
had a code of conduct that clearly defined the behaviors, but it wasn’t enough. And so we’ve put
controls in place to ensure it will never happen again. And we have to work with stakeholders,
not only legislative and elected folks, but our customers and our other stakeholders and the
communities that we serve to rebuild that trust.” Crane acknowledged the negative impact from
the scandal, stating, “[t]his is the most unfortunate thing to happen, not just because of time, it’s
because of trust. And it’s because of a small amount of individuals making decisions that should
not have been done, and it shouldn’t have gone undetected.”
about August 4, 2020, and respectfully refer the Court to the transcript of the earnings call for a
175. On August 4, 2020, the Chicago Sun-Times published an article explaining how
the investigation hindered the favorable legislation sought by Exelon from passing. The article
reported “we are told by legislators and environmental advocates, the Pritzker administration last
month quietly and without explanation indefinitely ‘paused’ the efforts of legislative working
groups that were hammering out final details of the bill,” adding that “Illinois lawmakers had a
chance to pass energy legislation last summer, but put off a vote until spring, likely because they
couldn’t predict in what direction the federal investigation into ComEd might go. Nobody
wanted to sign on to a bill that might later be tainted by a scandal involving high-powered
lobbyists.” The article also acknowledged that Exelon’s inability to continue its bribery scheme
lessened its ability to pass favorable legislation, stating, “the scandal has pushed ComEd’s
vaunted Springfield lobbying operation to the sidelines, meaning lawmakers won’t be feeling the
usual intense pressure tactics as they attempt to draw up and vote on a progressive new energy
bill.” In fact, the article reported, “[t]he Illinois Clean Jobs Coalition is expected to announce
Wednesday that the draft Clean Energy Jobs Act has been revised to include ‘utility
accountability rules,’ such as ending formula rates, which have allowed companies like ComEd
to raise prices without going before the Illinois Commerce Commission. Such rules would seem
essential given that many of the reforms to which ComEd has agreed as part of the deferred
prosecution agreement involve self-policing.”
article on or about August 4, 2020, and respectfully refer the Court to the article for a complete
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ADDITIONAL SCIENTER ALLEGATIONS
The Individual Defendants Controlled the Company’s Messaging to the Investing Public
176. In Crane’s roles as CEO of Exelon and Chairman of ComEd, Von Hoene’s role as
CSO of Exelon, Pramaggiore’s roles as CEO of Exelon Utilities and Vice Chairman of ComEd,
and Dominguez’s role as CEO and a Director of ComEd, the Individual Defendants were able to,
and did, determine the content of the various SEC filings and other public statements pertaining
to Exelon and ComEd during the Class Period. Crane, Pramaggiore, and Dominguez signed
Exelon and ComEd’s combined annual report filed with the SEC, and Crane and Dominguez
signed Exelon and ComEd’s combined quarterly reports filed with the SEC. See ¶¶103, 112, 119.
Crane, Von Hoene, and Pramaggiore attended conference calls and spoke on behalf of the
Company prior to and throughout the Class Period. See ¶¶51, 73, 78, 84, 101, 111, 118.
ANSWER: Deny Paragraph 176, except admit that between 2018 and 2019, Mr. Crane,
Ms. Pramaggiore, and Mr. Dominguez signed certain reports filed with the SEC and that Mr.
Crane, Mr. Von Hoene, and Ms. Pramaggiore attended certain conference calls.
177. Further, the Individual Defendants participated in the drafting, preparation and/or
approval of such public statements and were provided with copies of the documents alleged
herein to be false and misleading prior to or shortly after their issuance and had the ability and/or
opportunity to prevent their issuance or cause them to be corrected. Accordingly, the Individual
Defendants were responsible for ensuring the accuracy of the public reports and releases detailed
herein and for verifying that the facts supported the statements and there were no material
omissions, and they are therefore liable for the misrepresentations and omissions therein.
178. During their time as directors or senior executive officers of Exelon (Crane,
Pramaggiore, and Von Hoene) and ComEd (Crane, Pramaggiore, and Dominquez), the
Individual Defendants were privy to confidential and proprietary information concerning Exelon,
ComEd, and the companies’ legislative agenda, efforts to pass Illinois legislation, and Illinois
lobbying activities. Each of them also (i) had access to, inter alia, internal corporate documents,
conversations with corporate officers, employees, and internal and external lobbyists; (ii)
attended management and Board meetings and committees thereof; and (iii) reviewed reports and
other information provided to them in connection therewith. Because of their possession of such
information, each of them knew or recklessly disregarded that the adverse facts specified herein
had not been disclosed to, and were being concealed from, the investing public.
The Individual Defendants Were Directly Involved in the Bribery Scheme
179. A strong inference of scienter is further supported by the Individual Defendants’

statements admitting their direct involvement and monitoring of the Company’s lobbying efforts
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as well as in their participation in the bribery scheme through the hosting of fundraising events
for Public Official A.
180. First, since at least 2014, Defendants Crane and Pramaggiore personally hosted
and participated in the annual campaign fundraising events, described above, with McClain for
the benefit of Public Official A. ¶¶69-71. More specifically, the events were reportedly “put
together by a combination of ComEd and Exelon,” and, in presumably an attempt to increase the
pressure upon employees to contribute, the invitations “were worded as being direct from the
desk of Exelon CEO Chris Crane.” Crain’s published portions of the 2017 and 2018 invitations,
both of which begin with “Chris Crane cordially invites you to a reception.” Crain’s described
the events as “command performances” and as Exelon and ComEd going to “unusual lengths” to
ingratiate with Public Official A. Crain’s reported that one source said, “I went because I
understood it was part of the process.”
ANSWER: Deny Paragraph 180, except admit that Exelon and ComEd held an annual
fundraising event and that Crain’s published an article on or about December 6, 2019, and
respectfully refer the Court to the article for a complete and accurate statement of its contents.
181. As discussed, Defendant Pramaggiore and Public Official A formed the receiving
line at the events, and Defendant Crane and Public Official A spoke at the events, which raised
significant funds for Public Official A. According to Crain’s, “campaign disclosure reports
indicate that in weeks surrounding the September 27, 2018 event, Exelon, ComEd, company
officials and registered company lobbyists donated at least $59,000 to the Democratic Party of
Illinois, with another $37,000 going to [Public Official A’s] personal . . . campaign committee.”
For example, according to campaign disclosure reports, Exelon donated $11,100 to Public
Official A’s campaign committee and $22,200 to the Democratic Party of Illinois on October 4,
2018. Likewise, ComEd donated $22,200 to the Democratic Party of Illinois on October 26,
2018.
ANSWER: Deny Paragraph 181, except admit that Exelon and ComEd held an annual
fundraising event and that Crain’s published an article on or about December 6, 2019, and
182. According to Exelon’s Contributions Guidelines, “[t]he Exelon CEO [Crane]”

was the only person “authorized to contribute up to $10,000” for Exelon to “candidates and
candidate political committees” and up to $50,000 to a political party. Similarly, the “ComEd
CEO [Dominguez]” was the only person authorized to make the same contributions for ComEd.
For any contributions above those limits, “[t]he Exelon CEO [Crane] and Lead Director must
approve” the contribution. Thus, pursuant to those policies, Crane must have authorized the
$22,200 payment and $11,100 payment on October 4, 2018, and Dominguez must have
authorized the $22,200 payment on October 26, 2018.
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ANSWER: Deny Paragraph 182, except admit that Exelon has Contributions Guidelines
and respectfully refer the Court to the Contributions Guidelines for a complete and accurate
183. Defendants and key participants in the bribery scheme also made personal
contributions in connection with the events. For example, campaign disclosure reports indicate
that Crane, Von Hoene, Pramaggiore, Dominguez, and Marquez all donated to the Democratic
Party of Illinois just days following the November 20, 2017 event, with Pramaggiore donating
$2,000 on November 21, 2017, Dominguez donating $2,000 on November 21, 2017, Marquez
donating $2,000 on November 21, 2017, Crane donating $5,000 on November 29, 2017, and Von
Hoene donating $2,000 on November 29, 2017.
ANSWER: Deny Paragraph 183, except admit the existence of campaign disclosure
reports and that ComEd entered into the DPA, which addresses certain of the matters alleged in
Paragraph 183, and respectfully refer the Court to the DPA and the reports for a complete and
184. Second, the Individual Defendants have long been directly involved in the
Company’s efforts to secure the passage of favorable legislation in Illinois, which goes through
Public Official A. For example:
a. According to a June 10, 2020 article by Crain’s, Defendant Von Hoene was
“viewed within the company as Crane’s right-hand man and an architect of the
legislative and regulatory strategies key to Exelon’s earnings growth over the past
few years.” Among Von Hoene’s “signature accomplishments” cited by Crain’s
was the “ratepayer subsidies” (the reported $2-$4 surcharge to customers, (¶¶82,
141) secured through FEJA in Illinois. The article also noted that “Von Hoene is
viewed as an important player in Exelon’s ongoing efforts to win more assistance
in Illinois for nukes that aren’t subsidized.” Significantly, according to a
December 20, 2019 report by Crain’s, at a “late 2016 party to mark [McClain’s]
retirement as a lobbyist and to celebrate the passage of [FEJA],” Von Hoene,
“according to one person who was there” told McClain that he had “‘saved us
more than hundreds of millions.’” In addition, in a January 9, 2017 email obtained
pursuant to a FOIA request submitted to the Illinois House of Representatives, a
ComEd employee sent McClain a spreadsheet showing invitation acceptances for
a “Mike Dinner,” which McClain forwarded to Public Official A’s Chief of Staff,
saying, “[h]ere are the acceptances for the January 17th dinner now.” Among
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those indicated as “attending” were Public Official A, Defendant Von Hoene,

Fidel Marquez, and John Hooker.19
b. According to a May 8, 2018 Crain’s article, Defendant Dominguez “spearheaded

[Exelon’s] successful lobbying campaigns to hike electricity bills in order to
subsidize financially ailing nuclear plants in New York and Illinois.” Indeed, in
his role from 2012 to 2018 as Exelon’s Senior Vice President of Governmental
and Regulatory Affairs and Public Policy, Dominguez was the head of Exelon’s
legislative and lobbying strategies. In May 2016, when Crain’s published an
article questioning whether Exelon lobbyists were providing incomplete
information to Illinois lawmakers about the state of Exelon’s nuclear plans
leading up to FEJA, it was Dominguez who spoke directly to and defended the
Company’s lobbyists’ communications: “Asked whether Exelon is being
misleading in its lobbying materials, Dominguez says the company’s lobbyists
make clear that the slide claiming every nuke will suffer losses isn’t to be taken
literally. ‘That’s not the context in which we’ve been presenting that material,’ he
says. ‘We’re very clear with lawmakers when we’re deriving these numbers.’”
And, nine days before the Illinois House of Representatives voted in favor of
FEJA, Dominguez spoke to the Chicago Tribune about his and the Company’s
lobbying efforts to get the bill passed, saying, “[t]he next week is going to be
about seeing whether we could resolve differences of view on those more
controversial elements of the bill and bring more proponents to the bill.”
c. As discussed, Defendant Pramaggiore was “a key player in ComEd’s success over

the years in Springfield” and was credited with playing a significant role in
converting Public Official A from an Exelon and ComEd opponent to a supporter
and securing the passage of EIMA. ¶¶78, 146. Crain’s also attributed the
Company’s legislative wins to her, reporting in May 2018 that “[u]nder
Pramaggiore, ComEd also won important benefits in the 2016 state law [FEJA]
that subsidized Exelon’s Illinois nukes.” After her termination in October 2019,
the Chicago Tribune reported that EIMA and FEJA represented “considerable
success[es]” for Exelon and ComEd and that “[t]hose wins took place under Anne
Pramaggiore.” In addition, reporting by WBEZ Chicago in a November 21, 2019
article described her close relationship with McClain and the importance of
lobbying at the Company. The article reported: “Pramaggiore had organized a
party in McClain’s honor in late 2016, shortly after he announced his retirement
as a lobbyist, said one source who attended the event and asked for anonymity
because they were not authorized to speak publicly about it.” The article added
that “the private company event for McClain was attended by about 50 people”
and “was part of a larger celebration to commemorate passage of Exelon and
ComEd’s top Springfield priority in 2016, legislation known as [FEJA].”
19
Defendant Dominguez was also listed as invited to the event, but had not yet responded. It appears that
Defendant Pramaggiore had a role in sending the invitations since a noted response from an invitee said, “Anne,
Thanks for the invitation . . . .”
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form a belief as to the truth of unspecified allegations about an e-mail, and admit that Mr.
Dominguez held the title of Senior Vice President of Governmental and Regulatory Affairs and
Public Policy, that Crain’s published articles on or about May 4, 2016, May 8, 2018, December
20, 2019, and June 10, 2020, that the Chicago Tribune published an article on or about
November 22, 2016, and that WBEZ Chicago published a report on or about November 21, 2019,
and respectfully refer the Court to those articles and the report for a complete and accurate
185. Third, Crane, Von Hoene, Pramaggiore, and Dominguez held themselves out to
investors and the market as the persons directly involved in, and most knowledgeable about, the
Company’s efforts to secure the passage of favorable legislation in Illinois. Their repeated
statements leading up to and during the Class Period demonstrate knowledge of the topics on
which they spoke, including Exelon and ComEd’s Illinois legislative efforts, and how the
Company was able to “persuade policymakers” on favorable legislation and “crawl out” of
disfavor with Public Official A. See ¶¶72-86, 102, 111, 118, 206. In addition, Von Hoene made
repeated public statements regarding Exelon’s Illinois legislative strategy immediately prior to
and after the bribery scheme. During a May 12, 2010 earnings call, reflecting his personal
involvement and knowledge in the failed legislative proposal using legitimate lobbying efforts
(¶51), Von Hoene stated that the proposal “was done by us by invitation from the highest
leadership in the Illinois legislature” and added that “we met with legislative leaders,” “[w]e put
together [a] package,” and “[w]e socialized it very carefully with all the stakeholders, regulatory
and legislative.” But, as Von Hoene explained, “when it became apparent that there wouldn’t be
sufficient political support . . . we withdrew the proposal.”
about May 12, 2010, and respectfully refer the Court to the call transcript for a complete and
186. Then, after ComEd shifted from legal lobbying activities to begin the illegal
bribery scheme, Von Hoene began to brag about the legislative successes that contrasted with the
prior failures. For example, during an earnings call on September 6, 2011, Von Hoene touted that
EIMA “has passed the House and Senate in Illinois” and “has the support of all four of the
legislative leaders.” He added that “[w]hile we expect the governor [Quinn] will veto that bill,
we are gearing up for an override of that veto and are hopeful that we will be able to – we were
very close to a veto-proof vote at the time the bill was passed and are trying to garner extra
support for that, for the veto sessions, which are late October and early November.” Similarly, in
August 2016, Von Hoene praised Pramaggiore’s efforts in securing EIMA, stating that “Anne
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[Pramaggiore] and her team have done a phenomenal job in getting that legislation [EIMA]
passed and also executing on it.”
ANSWER: Deny Paragraph 186, except admit that Exelon held a call at the Barclays
Capital Energy Conference on or about September 6, 2011 and an analyst/investor call on or
about August 10, 2016, and that ComEd entered into the DPA, which addresses certain of the
matters alleged in Paragraph 186, and respectfully refer the Court to transcripts of those calls and
the DPA for complete and accurate statements of their contents.
187. The Individual Defendants’ direct involvement in raising campaign funds for
Public Official A, hosting and participating in events directly with Public Official A and
McClain, engaging in and speaking directly about Exelon and ComEd’s legislative efforts with
Public Official A and the Illinois General Assembly, and appointing a board member with the
intent to influence Public Official A (see infra) further support a strong inference of scienter.
The Suspicious Appointment of Ochoa to the Board Supports a Strong Inference of

Scienter
188. Defendants Crane, Pramaggiore, and Dominguez were directly involved in

ComEd Board appointments, including Ochoa. In 2012, Crane was appointed Chairman and
Pramaggiore was appointed Vice Chairman of the ComEd Board of Directors.
ANSWER: Deny Paragraph 188, except admit that in or around 2012, Mr. Crane was
appointed Chairman and Ms. Pramaggiore was appointed Vice Chairman of the ComEd Board of
Directors, and in those roles they were involved in appointments to the ComEd Board of
Directors.
189. In 2018, Dominguez was also appointed as a Director of ComEd. ComEd’s

Bylaws provided the Board the power to (i) increase the number of directors on the Board and
(ii) fill any vacancy caused by an increase by majority vote.
ANSWER: Deny Paragraph 189, except admit that Mr. Dominguez was appointed as a
Director of ComEd in 2018 and that ComEd has bylaws, and respectfully refer the Court to those
bylaws for a complete and accurate statement of their contents.
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190. The DPA admits that, during Defendants Crane’s, Pramaggiore’s, and
Dominguez’s time as Chairman, Vice Chairman, and Director on the ComEd Board of Directors,
ComEd “appointed [Ochoa]” to the ComEd Board of Directors “in part, with the intent to
influence and reward Public Official A in connection with Public Official A’s official duties,”
and did so even though “no one at ComEd or Exelon recruited [Ochoa] to serve as a director,”
there had been “internal company opposition to the appointment of [Ochoa],” and “ComEd did
not interview or vet other outside candidates for the vacant board seat.” To make the
appointment, the ComEd Directors expanded the ComEd Board from eight to nine directors.
191. Defendant Pramaggiore had tried to bring Ochoa on the board in or around May
2018, but met resistance and offered Ochoa a different position. ¶66. Yet, only a year later, the
Board, chaired by Defendant Crane and with Defendants Pramaggiore and Dominguez as
Directors, reversed course. As noted in the DPA, they did not look at any other candidates. They
also did not fill a vacancy due to any departing Director, but instead expanded the board
specifically to create a spot for Ochoa and then appointed him to it. His appointment was unlike
any other.
192. Even the description of Ochoa contrasted with ComEd’s other board members.
ComEd’s 2019 Proxy Statement listed the nine ComEd Directors, and, for all except Ochoa,
provided an explanation of the value brought to ComEd and its business. For example, the 2019
Proxy Statement highlighted Crane’s, Pramaggiore’s, and Dominguez’s experiences at Exelon
and ComEd. With regard to the other directors, it described them as, for example, “very familiar
with ComEd’s customers,” bringing “extensive knowledge of the Chicago economy,” having
experience “in dealing with many of the same development, land use, and utility and regulatory
issues that affect Exelon and its subsidiaries,” having “knowledge of the economy of the . . .
communities that ComEd serves,” or “serv[ing] as general counsel of another electric and gas
utility,” which provided “knowledge of utility and regulatory issues.” But, in stark contrast, the
2019 Proxy Statement provided no explanation of what value Ochoa brought to ComEd and its
business, listing only his prior positions. Confirming the lack of business justification for the
appointment, as of April 2020, Ochoa was no longer on ComEd’s Board and the Board returned
to eight directors.
ANSWER: Deny Paragraph 192, except admit that ComEd had a 2019 Proxy Statement
and respectfully refer the Court to that Proxy Statement for a complete and accurate statement of
its contents.
Defendants’ Motive Supports a Strong Inference of Scienter
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193. Defendants had reason to conceal the bribery scheme because, as reflected by the
events at the end of the Class Period, disclosure of the bribery scheme would have ended the
scheme and dramatically reduced the benefits from the passage of the favorable legislation.
194. For example, during the Class Period, Defendants were seeking passage of more
favorable legislation that (i) would result in another rate-payer bailout of Exelon’s failing Illinois
nuclear plants; and (ii) extend the EIMA formula rates to 2032. ¶¶88-90. And they were also
seeking renewal of ComEd’s franchise agreement with the City of Chicago. ¶91. Exelon had
publicly stated during the Class Period that they expected the legislation to be passed in either
the spring session or fall session of 2020. ¶111(c). Thus, Defendants were highly incentivized to
delay disclosure of the bribery scheme and full extent of criminal investigation until after the
legislation was passed, which would secure hundreds of millions of dollars in additional annual
revenue. ¶89.
195. However, as the bribery scheme was uncovered, the chances of passage dropped
significantly. Even as of the date of this filing, neither legislation has passed. To the contrary,
opponents have taken the opportunity, as reported by the Chicago Sun-Times, “to include ‘utility
accountability rules’ such as ending formula rates, which have allowed companies like ComEd to
raise prices without going before the Illinois Commerce Commission.” ¶175.
ANSWER: Deny Paragraph 195, except admit that neither CEPA nor House Bill 3152
has passed and that the Chicago Sun-Times published an article on or about August 4, 2020, and
196. Without the revenue from CEPA or any other proposed bailout legislation to save
Exelon’s additional failing nuclear plants (¶¶88, 155), on August 27, 2020, Exelon Generation
announced that it “intends to permanently cease generation operations” at its Byron and Dresden
locations in the fall of 2021. According to the Company’s disclosure filed with the SEC, as a
result of these closures, Exelon “will recognize certain one-time charges in 2020 ranging from an
estimated $200 million to $300 million,” and “decommissioning for Byron may require
supplemental cash from Generation of up to $175 million.” Also, Exelon estimates the “annual
amount and timing of expected incremental non-cash expense items expected to be incurred”
range from $575 to $600 million in 2020 and from $1.45 to $1.475 billion in 2021.
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ANSWER: Deny Paragraph 196, except admit that Exelon filed a Form 8-K on or about
August 27, 2020, and respectfully refer the Court to that Form 8-K for a complete and accurate
197. In addition, Exelon and ComEd’s executive compensation was tied to the passage
of favorable legislation, which was aided by bribery scheme. For example, in discussing
executive compensation for 2011, Exelon’s Proxy Statement filed on February 22, 2012 (the
“2012 Proxy”) stated that the “Illinois legislation enacted in 2011 [EIMA, which] supports
infrastructure investment and modernization of the ComEd electric grid, reduces regulatory lag,
and provides reasonable returns on ComEd’s equity for years to come” was one of the top “2011
Performance Highlights.” The 2012 Proxy added that compensation to executive officers
increased in 2011, which reflected, in part, the “favorable Illinois legislation supporting
infrastructure investment, reduced regulatory lag, and providing reasonable returns on ComEd’s
equity.” In 2011, Crane’s total compensation increased by 24%, from $4.49 million to $5.56
million, Von Hoene’s total compensation increased by 50%, from $1.96 million to $2.93 million,
and Pramaggiore’s total compensation increased by 90%, from $850,000 to $1.63 million.20
ANSWER: Deny Paragraph 197, except admit that Exelon filed Proxy Statements,
including on or about February 22, 2012 and that ComEd entered into the DPA, which addresses
certain of the matters alleged in Paragraph 197, and respectfully refer the Court to the Proxy
Statements and the DPA for a complete and accurate statement of their contents.
198. Similarly, in discussing executive compensation for 2016, Exelon’s Proxy

Statement filed on March 15, 2017 (“2017 Proxy”) identified “2016 Executive Compensation
Highlights” that included “IL clean energy regulations and legislation,” – i.e., FEJA. Von
Hoene’s total compensation increased by 50% in 2016, from $4.16 million to $6.18 million, and
Pramaggiore’s total compensation increased by 20%, from $2.31 million to $2.79 million.21
ANSWER: Deny Paragraph 198, except admit Exelon filed a Proxy Statement on or
about March 15, 2017, and respectfully refer the Court to the Proxy Statement for a complete and
accurate recitation of its contents.
20
Total compensation is disclosed each year in the Exelon’s and ComEd’s proxy reports and includes, for
example, salary, bonuses, stock awards, and performance/restricted stock units.
21
Crane’s total compensation had increased from $5.6 million in 2011 to more than $15 million in 2016, although
his total compensation decreased slightly in 2016 from 2015 as a result of shareholder concerns that his
compensation was excessive.
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199. Since the bribery scheme commenced in 2011, the Individual Defendants have
received massive compensation. From 2011 to 2019, Crane’s total compensation has been more
than $120 million, Von Hoene’s total compensation has been more than $40 million, and
Pramaggiore’s total compensation has been more than $25 million. Just like the passage of
favorable legislation was a performance metric that enhanced Defendants’ compensation in 2011
and 2016, had Defendants been able to conceal the bribery scheme longer and secure passage of
more favorable legislation in 2019 and/or 2020, it likely would have boosted their compensation
further.
ANSWER: Deny Paragraph 199, except admit that Exelon’s Proxy Statements from
2011 to 2019 provide compensation information, and respectfully refer the Court to those Proxy
Statements for a complete and accurate recitation of their contents.
The Individual Defendants Closely Monitored Exelon and ComEd’s Lobbying Which Was
Critical to Their Businesses
200. In their roles as CEO of Exelon and Chairman of ComEd (Crane), CSO of Exelon
(Von Hoene), CEO of Exelon Utilities and Vice Chairman of ComEd (Pramaggiore), and CEO
and a Director of ComEd (Dominguez), the Individual Defendants determined Company strategy
and were required to monitor and keep themselves informed on Exelon and ComEd’s business
and operations, including efforts to secure favorable legislation in the Illinois General Assembly.
Moreover, as ComEd Directors, Crane, Pramaggiore, and Dominguez had a duty to manage the
business and affairs of ComEd. ComEd’s bylaws stated that “[t]he business and affairs of
[ComEd] shall be managed by [the] Board of Directors which shall have and may exercise all
powers of [ComEd],” including “appoint officers for the conduct of the business of [ComEd],
determine their duties and responsibilities and fix their compensation.”
ANSWER: Deny Paragraph 200, except admit that ComEd had bylaws and respectfully
refer the Court to those bylaws for a complete and accurate statement of their contents.
201. As discussed, ComEd accounted for more than 30% of Exelon’s 2018 net income,
and hundreds of millions of dollars in revenue and subsidies were wholly dependent upon the
regular and repeated passage by the Illinois General Assembly of favorable legislation. ¶¶35, 86,
104(b), 112(d). Confirming its critical importance, the Individual Defendants discussed Illinois
legislative efforts during quarterly earnings calls leading up to, and throughout the Class Period.
¶¶73, 76, 78, 84, 102, 111(a)-(c), 118(a)-(d). According to media and based upon the history of
Exelon’s failed efforts prior to the bribery scheme, as compared to its many successes during the
scheme, it was clear that to secure favorable legislation in Illinois, it was essential to have the
support of Public Official A. See, e.g., ¶¶47-51, 141. Media and Exelon’s former CEO referred
to Public Official A as the most powerful and important member of the Illinois General
Assembly. ¶45.
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form a belief as to the truth of unspecified allegations about “[m]edia,” and admit that ComEd
accounted for approximately 30% of Exelon’s 2018 net income, that matters concerning the
Illinois legislature were referenced during certain earnings calls, and that ComEd entered into the
DPA, which addresses certain of the matters alleged in Paragraph 201, and respectfully refer the
Court to the DPA for a complete and accurate statement of its contents.
202. Exelon and ComEd dedicated millions of dollars to Illinois lobbying activities
every year, including to retain outside Illinois lobbyists with connections to Public Official A.
Crain’s reported on October 24, 2019 that Exelon has employed “a high-octane lobbying
operation that made it the most influential company in Springfield, [Illinois].” WBEZ Chicago
reported on November 14, 2019 that Exelon and ComEd contracted with “a powerhouse list of
influencers at the state Capitol in Springfield [Illinois],” which included “many former aides” to
Public Official A and was “rivaled only by a handful of other conglomerates.” The article
reported that in 2019 alone, state records showed that the lobbying expenses of “ComEd and
Exelon Generation lobbyists” had exceeded what “the Illinois Chamber of Commerce, AT&T,
the Illinois State Medical Society, Comcast, the Illinois Education Association, Caterpillar and
State Farm have spent on lobbying expenses [in 2019] – combined.”
about October 24, 2019, that WBEZ Chicago published an article on or about November 14,
2019, and that ComEd entered into the DPA, which addresses certain of the matters alleged in
Paragraph 202, and respectfully refer the Court to the DPA and the articles for a complete and
203. Exelon and ComEd’s “powerhouse” lobbyists included McClain, Doherty, and
Hooker, each of whom were involved in the bribery scheme. ¶58(a)-(c). McClain was Exelon
and ComEd’s most important lobbyist, who media described as a “longtime friend” and “close
confidant” of Public Official A. the Chicago Tribune has described McClain as “one of the most
powerful lobbyists in Springfield,” and added that he was “long known as one of the few people
[Public Official A] would meet with for dinner after session nights” and “could be seen hanging
around [Public Official A’s] office, sometimes sitting on a bench in the hallway taking to other
lobbyists who sought to pick his brain.” Accordingly, the Chicago Tribune reported that
McClain “was a point man in the discussions about major ComEd and parent company Exelon
legislation for decades.” An October 18, 2019 article from WBEZ Chicago likewise reported that
McClain was “a longtime [Public Official A] confidant who was ComEd’s most influential
lobbyist.”
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article on or about July 18, 2019, that WBEZ Chicago published an article on or about October
18, 2019, and that ComEd entered into the DPA, which addresses certain of the matters alleged
in Paragraph 203, and respectfully refer the Court to the DPA and the articles for a complete and
204. McClain intended to retire from lobbying in 2015. Reflecting his importance to
Exelon, McClain said he extended his career to 2016 in order to see the enactment of FEJA
through, telling the Quincy Herald-Whig in December 2016 that “‘we had the Exelon bill come
up, and my friend [Public Official A] was facing some tough times, and so (the retirement) kind
of got put on hold.’” Despite McClain’s purported retirement in 2016, he was so vital to Exelon
and ComEd’s legislative strategy that Exelon and ComEd continued to pay him thereafter. For
example, apart from the $1.3 million paid to other associates of Public Official A as described in
the DPA, according to WBEZ Chicago, financial reports filed by ComEd with the ICC showed
that ComEd paid McClain $150,00 in 2017 and $211,000 in 2018 for “legal services,” even
though McClain’s law license had reportedly expired. ComEd acknowledged the payments, but
told WBEZ Chicago they were “mislabeled” and should have been reported as for “consulting
services.” McClain reportedly continued working for ComEd until May 2019, three years after
his purported retirement.
form a belief as to the truth of the allegations about McClain’s intentions, and admit that the
Quincy Herald-Whig published an article on or about December 11, 2016 and that ComEd
respectfully refer the Court to the article and the DPA for a complete and accurate statement of
their contents.
205. The Company’s shift from legal lobbying to a bribery scheme was particularly
significant because it turned Illinois legislation from a negative business trend to a positive and
profitable one. Prior to 2011, Exelon and ComEd faced significant opposition to favorable
legislation from Public Official A and failed to get rate increases or other legislation through the
Illinois General Assembly. ¶¶47-51. But, after engaging in the bribery scheme in 2011 and
continuing thereafter, Exelon and ComEd were repeatedly supported by Public Official A and
secured highly-favorable legislation that flipped Illinois from one of the most challenging
regulatory environments to one of the best and one that provided up to hundreds of millions of
dollars in annual revenue to Exelon for its Illinois nuclear power plants. ¶¶72-86.
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206. While the bribery scheme was unknown to the public, media noticed that the
legislative failures had turned to successes. For example, the Chicago Sun-Times reported that
“Pramaggiore was widely credited in 2011 for finally changing [Public Official A] from an
avowed opponent to an ally, partly by revamping the company’s lobbying strategies. In reality,
she didn’t act alone. Pramaggiore worked very closely with McClain, who was ComEd’s top
contract lobbyist, and John Hooker.” And, in an August 15, 2014 article, even before the passage
of FEJA, the Chicago Tribune noted that “Exelon has taken strides to beef up its political might
after repairing a long-standing tiff with [the] House Speaker,” and quoted Von Hoene as stating,
“‘[w]e were in bad stead with the speaker for a long time. We’ve managed to crawl out of that
hole.’”
form a belief as to the truth of unspecified allegations about “the public” and “media,” and admit
the Chicago Tribune published articles on or about August 15, 2014 and October 18, 2019, and
respectfully refer the Court to the articles for a complete and accurate statement of their contents.
207. Unbeknownst to investors, the Company “managed to crawl out of that hole” by
engaging in a bribery scheme and abandoning its failed attempts at legitimate lobbying activities.
Exelon’s Failure to Clawback Compensation Supports a Strong Inference of Scienter
208. Although the agreed upon language of the DPA only identifies Pramaggiore and
Marquez, it does not state they were the only senior executives directly involved in the bribery
scheme, nor does the DPA claim they concealed their activities from other executives, including
Crane, Von Hoene, or Dominguez. Indeed, as detailed herein, they were directly involved.
209. In 2018, Exelon and ComEd revised their clawback policy to broaden the
Company’s discretionary ability to clawback incentive compensation from executives. Under the
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clawback policy, Exelon “may . . . seek to recoup incentive compensation” paid to former
executives if they “engaged or participated in misconduct or intentional or reckless acts or
omissions or serious neglect of responsibilities that caused or contributed to a significant
financial loss or serious reputational harm to Exelon or its subsidiaries.” Notwithstanding this,
Exelon has not disclosed any attempt to clawback compensation from Pramaggiore and
Marquez, which supports an inference that the Company and Crane were aware of such activities
and therefore cannot enforce the clawback. To the contrary, despite the misconduct, in addition
to 2019 total compensation of $4.3 million, Exelon rewarded Pramaggiore with $7.5 million in
retirement benefits.
ANSWER: Deny Paragraph 209, except admit that Exelon and ComEd have a clawback
policy and that in 2019 Ms. Pramaggiore received compensation and retirement benefits as
reflected in Exelon’s public filings, and respectfully refer the Court to the public filings and
policy for a complete and accurate statement of their contents.
Defendants’ Belated and Misleading Disclosures Regarding the Criminal Investigation

Support a Strong Inference of Scienter
210. Exelon and ComEd received the first grand jury subpoena in the second quarter
2019 and established a board committee, with outside counsel, in connection with the subpoenas
in June 2019. ¶¶144, 165. The Company admits in the DPA that, by that time, the Company had
been “notified by the government of the nature of the government’s investigation.” Thus, the
creation of the committee and receipt of subpoena suggests that by no later than June 2019,
Defendants had been notified of the criminal investigation of Exelon and ComEd for payments
made to associates of Public Official A.
ANSWER: Deny Paragraph 210, except admit that Exelon and ComEd received a grand
jury subpoena in the second quarter of 2019, that Exelon’s board formed a committee in
connection with the subpoenas in June 2019, and that ComEd entered into the DPA, and
211. In addition, media has reported that in May 2019, the federal government
executed search warrants (i) at the home of McClain, (ii) at the business of Doherty, (iii) at the
home of Kevin Quinn, a former top lieutenant of Public Official A in connection with thousands
of dollars in payments he received from current and former ComEd lobbyists, and (iv) at the
home of retired Zalewski – “Associate 3” in the DPA – seeking communications between
Zalewski, McClain, and Public Official A concerning employment by Zalewski at ComEd.
¶¶115, 138, 152. As reported after the Class Period, federal authorities were seeking information
about Pramaggiore, Marquez, and Hooker. ¶152.
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allegations in Paragraph 211, as set forth in the Exelon and ComEd Defendants’ responses to
Paragraphs 115, 138, and 152.
212. Despite Exelon and ComEd clearly being aware that the investigation was
focusing on the Company’s bribery scheme, Defendants’ disclosures were muted in such a way
to imply that that the Company received grand jury subpoenas merely as a witness to
investigations into McClain, Zalewski, and Public Official A. As further example, even on
August 1, 2019, Defendant Von Hoene claimed that the receipt of the subpoena was having “no
impact” on their lobbying activity and intensity, which suggested that they had done nothing
improper and nothing needed to change. In addition, the Company did not modify its risk
disclosures in its SEC filings and failed to warn of the risk that the Company could be forced to
pay substantial criminal penalties until after the Class Period. ¶121(a).
about August 1, 2019, and respectfully refer the Court to the transcript of the earnings call and
Exelon’s and ComEd’s public filings for complete and accurate statements of their contents.
The Pervasiveness of the Bribery Scheme Supports a Strong Inference of Scienter
213. Exelon and ComEd were failing in their legitimate lobbying efforts to win
approval of legislation critical to their business success. See, e.g., ¶¶47-51. Specifically, Public
Official A was publicly stating his opposition and rejecting proposals. See, e.g., ¶48. Thereafter,
the Company changed its strategy from legal lobbying activities to illegal bribery and engaged in
an eight-year scheme to bribe Public Official A, through more than $1.3 million in indirect
payments to his associates. Each of the Defendants participated, as discussed herein.
214. The Company has admitted such illegal conduct and entered into the DPA and
agreed to pay $200 million in criminal penalties. The bribery scheme set forth in the DPA was
multi-faceted, occurred over eight years, was carefully designed to benefit Public Official A and
his friends, represented a shift in strategy, and could not have been perpetrated without the
knowledge and/or recklessness and complicity of personnel at the highest level of Exelon,
including the Individual Defendants.
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215. More specifically, after legitimate lobbying efforts failed to produce results, the
Company altered strategies to bribe Public Official A, which resulted in passage of favorable
legislation. The bribery scheme spanned eight years, during which time ComEd paid more than
$1.3 million to individuals who performed little or no work for ComEd, appointed a director to
ComEd’s Board of Directors at the request of Public Official A, retained and paid for thousands
of hours of work to Law Firm A (a law firm connected to Public Official A), and created an
internship program and hired individuals recommended by representatives of Public Official A.
¶¶52-71. The Company has admitted to the foregoing misconduct and that it was carried out “in
an effort to influence and reward Public Official A’s efforts, as Speaker of the Illinois House of
Representatives, to assist ComEd with respect to legislation concerning ComEd and its
business.”
216. The bribery scheme was executed at the highest levels of Exelon and ComEd, as
admitted by the DPA, which states that “[c]ertain senior executives” of ComEd were “aware of
the[] payments from their inception until they were discontinued in or around 2019,” and were
“aware of the purpose of these payments . . . namely, that they were intended to influence and
reward Public Official A in connection with [his] official duties and to advance ComEd’s
business interests.” The agreed sentencing provisions add that “high-level personnel participated
in and condoned the offense.” Pramaggiore and Marquez are specifically named in the DPA and
both of them were terminated around the same time that Exelon and ComEd received a second
grand jury subpoena. ¶¶57, 144-145.
217. Marquez was charged in a one count Information for criminal bribery, with media
reporting that the nature of the charges suggest he is cooperating and likely to plead guilty or
defer prosecution. The Information alleged, in part, that “[o]n or about July 30, 2018, Marquez
caused a payment of $37,500 to be sent to [Doherty & Associates], a substantial portion of which
was intended for associates of Public Official A.”
the allegations in Paragraph 217, except admit that Fidel Marquez, Jr. was charged in a one count
Information and respectfully refer the Court to the Information for a complete and accurate
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218. Pramaggiore is reportedly under continued investigation, and during the Class
Period, she was one of Exelon’s five highest-ranking senior executives. She reported directly to
Crane and was the head of Exelon Utilities and, as stated in the DPA, had “oversight authority
over ComEd’s operations.” Defendant Dominguez, as CEO of ComEd, reported directly to
Pramaggiore and had Marquez reporting directly to him. The DPA details several examples of
Pramaggiore’s direct participation in the bribery scheme, including:
• In May 2018, “Public Official A, through [McClain], asked [Pramaggiore] to hire

[former Alderman Zalewski], a political ally of Public Official A who was retiring
from the Chicago City Council at the end of the month,” and “[Pramaggiore], in
coordination with [Marquez] and [Doherty], agreed that ComEd would pay
[Zalewski] approximately $5,000 a month indirectly as a subcontractor through
[Doherty’s company].”
• Pramaggiore maintained what she referred to as a “roster” of “associates of Public

Official A that were paid indirectly as subcontractors through [Doherty’s
company].”
• After “Public Official A sought the appointment of an associate [Ochoa] to the

ComEd Board of Directors,” which request “was communicated by [McClain] to
[Pramaggiore],” in May 2018, Pramaggiore “asked [McClain] if Public Official A
would be satisfied if [she] arranged for [Ochoa] to receive a part-time job that
paid an equivalent amount of money to a board member position, namely,
$78,000 a year.” In response, “[McClain] told [Pramaggiore] that Public Official
A would appreciate if [Pramaggiore] would ‘keep pressing’ for the appointment
of [Ochoa], and [Pramaggiore] agreed to do so.”
• On April 25, 2019, Pramaggiore informed McClain that Ochoa would be

appointed to the Board stating, “‘Just sent out Board approval to appoint [Ochoa]
to the ComEd Board.’”
form a belief as to whether Ms. Pramaggiore is “under continued investigation,” and admit that
Ms. Pramaggiore served as CEO of Exelon Utilities during the putative Class Period, that Mr.
Dominguez was CEO of ComEd during the putative Class Period, and that ComEd entered into
the DPA, and respectfully refer the Court to the DPA for a complete and accurate statement of its
contents.
219. When Pramaggiore agreed to push for a Board position for Ochoa, she wrote to
McClain, “‘You take good care of me and so does our friend [Public Official A] and I will do the
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the allegations in Paragraph 219, except admit ComEd entered into the DPA, which addresses
certain of the matters alleged in Paragraph 219, and respectfully refer the Court to the DPA for a
220. In addition, in 2016, Law Firm A sought renewal of its contract, but a dispute
arose between Law Firm A and ComEd regarding Law Firm A’s request for a minimum of 850
billable hours annually. McClain wrote to Pramaggiore, “‘I am sure you know how valuable
[Lawyer A] is to our Friend [Public Official A],’ and then went on to write, ‘I know the drill and
so do you. If you do not get involve[d] and resolve this issue of 850 hours for his law firm per
year then he will go to our Friend [Public Official A]. Our Friend [Public Official A] will call me
and then I will call you. Is this a drill we must go through?’” In response, Pramaggiore wrote,
“‘Sorry. No one informed me. I am on this.’”
form a belief as to the truth of the alleged conversations between McClain and Ms. Pramaggiore,
and admit that ComEd entered into the DPA, which addresses certain of the matters alleged in
Paragraph 218, and respectfully refer the Court to the DPA for a complete and accurate statement
of its contents.
LOSS CAUSATION AND ECONOMIC LOSS
221. During the Class Period, as detailed herein, Defendants made false and
misleading statements and engaged in a scheme to deceive the market and a course of conduct
that artificially inflated the price of Exelon common stock and operated as a fraud or deceit on
Class Period purchasers of Exelon common stock by misrepresenting and concealing that the
Company had changed strategy from legal lobbying to an eight-year illegal bribery scheme in
which ComEd and senior executives were bribing Public Official A to advance favorable Illinois
legislation, that Exelon’s and ComEd’s Illinois legislative successes and the benefits from those
successes were illusory and the result of – in significant part – the bribery scheme, and that the
Company was at substantial risk of criminal penalties and diminished legislative and public
reputation as a result of the bribery scheme.22
22
The Class consists of all those who purchased or otherwise acquired the publicly-traded common stock of
Exelon during the Class Period and were damaged thereby (the “Class”).
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222. Defendants’ false and misleading statements had their intended effect and directly
and proximately caused Exelon common stock to trade at artificially inflated levels, reaching a
Class Period high of $50.95 per share.
223. As a result of Defendants’ fraudulent conduct as alleged herein, the price at which
Exelon common stock traded was artificially inflated throughout the Class Period. When
Plaintiff and other members of the Class purchased their Exelon common stock, the true value of
such common stock was substantially lower than the prices actually paid. As a result of
purchasing Exelon common stock during the Class Period at artificially inflated prices, Plaintiff
and other members of the Class suffered economic loss, i.e., damages, under federal securities
laws, when such artificial inflation dissipated.
224. As a result of Defendants’ materially false and misleading statements, as well as

the adverse, undisclosed information known to Defendants, Plaintiff and other members of the
Class relied to their detriment on such statements and documents, and/or the integrity of the
market, in purchasing their Exelon common stock at artificially inflated prices during the Class
Period. Had Plaintiff and other members of the Class known the truth, they would not have taken
such actions.
225. When the misrepresentations and omissions that Defendants had concealed from
the market were leaked out and revealed through the series of partial disclosures beginning on
July 18, 2019 and continuing through October 31, 2019, the price of Exelon common stock fell
dramatically, causing substantial losses to investors.
226. The corrective impact of the partial disclosures during the Class Period alleged
herein, however, was tempered by Defendants’ continued concealment of the bribery scheme and
investigation (¶¶118-119), which made their statements false and misleading. Defendants’
continued misrepresentations maintained the price of Exelon common stock at a level that was
inflated by fraud, inducing members of the Class to continue purchasing shares in Exelon even
after the partial disclosures.
227. Partial disclosures began to enter the market after market close on July 18, 2019,
when the Chicago Tribune published a report disclosing that the FBI had “raided” the home of
one of Exelon and ComEd’s most important lobbyists, McClain. See ¶138. After this news,
Exelon’s common stock price declined 2.4%, from $48.76 per share to $47.57, erasing more than
$1 billion in market capitalization. By comparison, the S&P 500 Index declined only 0.6% and
the S&P 500 Utilities Index declined only 1.5% the same day. The partial removal of artificial
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inflation from the price of Exelon common stock would have been greater had the full truth been
disclosed. But, because of Defendants’ materially false and misleading statements and/or failure
to disclose the full truth, the price of Exelon common stock remained artificially inflated.
article on or about July 18, 2019, and respectfully refer the Court to the article for a complete and
228. A partial disclosure entered the market on July 24, 2019, when the Chicago
Tribune published an article regarding $10,000 in checks from current and former outside
ComEd lobbyists, including McClain, paid to a former top lieutenant of Public Official A. See
¶140. The same morning, a Crain’s article also reported on the information in the Chicago
Tribune article and linked ComEd’s legislative successes in 2011 and 2016 to Public Official A’s
support. See ¶141. Following the July 24, 2019 news reports, the price of Exelon common stock
fell 1.9% from a close of $46.36 on July 23, 2019 to a close of $45.48 on July 24, 2019 on the
highest trading volume of any day in the previous four months, eliminating more than $850
million in market capitalization. By comparison, the S&P 500 Index rose 0.5% and the S&P 500
Utilities Index rose 0.1% the same day. The partial removal of artificial inflation from the price
of Exelon common stock would have been greater had the full truth been disclosed. But, because
of Defendants’ materially false and misleading statements and/or failure to disclose the full truth,
the price of Exelon common stock remained artificially inflated.
article on or about July 24, 2019 and that Crain’s published an article on or about July 24, 2019,
and respectfully refer the Court to those articles for a complete and accurate statement of their
contents.
229. Partial disclosures continued to enter the market on October 15-17, 2019. On
October 15, 2019, Exelon revealed the sudden departure of Pramaggiore. The next day, October
16, 2019, the Chicago Tribune published a report noting the proximity of Pramaggiore’s
departure to Exelon and ComEd’s announcement that federal investigators had issued a second
subpoena. The same article also reported that Pramaggiore was a focus of the ongoing federal
investigation. Analysts following Exelon quickly issued reports noting concern about
Pramaggiore’s departure, the investigation of the Company, risks to Exelon and ComEd’s
legislative agenda, and the risk of fines and penalties. Following the news and information
reported on October 15 and 16, 2019, Exelon’s common stock price declined on both October 16
and 17, 2019. On October 16, 2019 the common stock price fell 4.6% on an unusually large
volume of more than 11.5 million shares from $47.06 to $44.91 on October 16, 2019. By
comparison, the S&P 500 Index declined only 0.2% and the S&P 500 Utilities Index rose 0.2%
the same day. The decline caused by the partial disclosures continued on October 17, 2019, with
Exelon’s common stock falling another 1.9% on a volume of over 19 million shares to close at
$44.06. By comparison, the S&P 500 Index rose 0.3% and the S&P 500 Utilities Index rose
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0.2% the same day. The partial removal of artificial inflation from the price of Exelon common
stock would have been greater had the full truth been disclosed. But, because of Defendants’
materially false and misleading statements and/or failure to disclose the full truth, the price of
Exelon common stock remained artificially inflated.
form a belief as to the truth of unspecified allegations about “reports” by “[a]nalysts,” and admit
that Exelon disclosed Ms. Pramaggiore’s decision to retire on October 15, 2019 and that the
Chicago Tribune published an article on or about October 16, 2019, and respectfully refer the
Court to the article for a complete and accurate statement of its contents.
230. On October 31, 2019, Exelon revealed that the SEC was also investigating Exelon
and ComEd regarding their lobbying activities, and Exelon and media reported on further risks
the bribery scheme and investigation posed to the Company’s financial condition and legislative
agenda. After the news and information reported on October 31, 2019, the price of Exelon
common stock declined 2.5% from a close of $46.66 on October 30, 2019 to a close of $45.49 on
October 31, 2019, eliminating more than $1 billion of market capitalization. By comparison, the
S&P 500 Index declined only 0.3% and the S&P 500 Utilities Index rose 0.5% the same day.
the allegations in Paragraph 230, except admit that Exelon disclosed the existence of an SEC
investigation on or about October 31, 2019, and respectfully refer the Court to Exelon’s public
filings for a complete and accurate statement of their contents.
231. The timing and magnitude of the declines in the price of Exelon common stock
negates any inference that losses suffered by Plaintiff and other Class members were caused by
changed market conditions, macroeconomic factors, or Company-specific facts unrelated to
Defendants’ fraudulent conduct. From the close of trading on July 18, 2019 through the close of
trading on October 31, 2019, Exelon’s stock price fell 6.7% as a result of Defendants’ fraud
being leaked out and revealed through a series of partial disclosures. By comparison, S&P 500
Index increased 1.4% and the S&P 500 Utilities Index increased 4.9% during the same period.
232. As a result of their purchases of Exelon common stock during the Class Period
and the subsequent decline in the value of those shares when the truth was revealed to the
market, Plaintiff and other members of the Class suffered economic loss, i.e., damages, under the
federal securities laws.
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PRESUMPTION OF RELIANCE
233. At all relevant times, the market for Exelon common stock was an efficient
market for the following reasons, among others:
a. Exelon common stock met the requirements for listing and was listed and actively
traded on the NYSE from the beginning of the Class Period to September 24,
2019, and on the NASDAQ exchange from September 25, 2019 to the end of the
Class Period, both highly efficient and automated markets;
b. according to the Company’s 1Q19 Form 10-Q, the Company had more than 960
million shares of common stock outstanding as of March 31, 2019, demonstrating
a very active and broad market for Exelon common stock;
c. as a regulated issuer, Exelon filed periodic public reports with the SEC;
d. Exelon regularly communicated with public investors via established market

communication mechanisms, including the regular dissemination of press releases
on national circuits of major newswire services, the Internet, and other wide-
ranging public disclosures; and
e. During the Class Period, Exelon was followed by numerous securities analysts
employed by major brokerage firms, such as Argus Research, Barclays, Credit
Suisse, Deutsche Bank, Evercore ISI, JP Morgan, Morgan Stanley, Morningstar
Equity Research, and RBC Capital Markets, who wrote reports that were
distributed to the brokerage firms’ sales forces and the public.
form a belief as to the truth of unspecified allegations concerning “analysts employed by major
brokerage firms,” and admit that Exelon was listed and traded on the NYSE from the beginning
of the putative Class Period to September 24, 2019 and on NASDAQ from September 25, 2019
to the end of the putative Class Period, that Exelon filed public reports with the SEC, and that
Exelon at times communicates with the public through press releases.
234. As a result of the foregoing, the market for Exelon common stock promptly
digested current information regarding Exelon from publicly-available sources and reflected such
information in Exelon’s common stock price. Under these circumstances, a presumption of
reliance applies to Plaintiff’s purchases of Exelon common stock.
235. A presumption of reliance is also appropriate in this action under the Supreme
Court’s holding in Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128 (1972), because
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Plaintiff’s claims are based, in significant part, on Defendants’ material omissions. Because this
action involves Defendants’ failure to disclose material adverse information regarding Exelon’s
business and operations, positive proof of reliance is not a prerequisite to recovery. All that is
necessary is that the facts withheld be material in the sense that a reasonable investor might have
considered them important in making investment decisions. Given the importance of Defendants’
material omissions set forth above, that requirement is satisfied here.
NO SAFE HARBOR
236. The false and misleading statements alleged herein were not forward-looking. To
the extent any of the alleged false and misleading statements were forward-looking, the federal
statutory safe harbor for forward-looking statements under certain circumstances does not apply.
Many of the specific statements alleged were not identified as “forward-looking statements”
when made. To the extent there were any forward-looking statements, there were no meaningful
cautionary statements accompanying them. To be meaningful, cautionary statements must
identify important factors that could cause actual results to differ materially from those in the
purportedly forward-looking statements. Such cautions were absent from Exelon’s Class Period
filings and oral disclaimers.
237. Alternatively, to the extent that the statutory safe harbor could apply to any
forward-looking statements pleaded herein, Defendants are liable for those false and misleading
forward-looking statements because, at the time each of those forward-looking statements were
made, the speaker knew that the particular forward-looking statement was false or misleading
and the forward-looking statement was authorized and approved by an executive officer of
Exelon who knew that those statements were false or misleading when made. Moreover, to the
extent that Defendants issued any disclosures designed to warn or caution investors of certain
risks, those disclosures were also false and misleading. See, e.g., ¶104(e).
CLASS ACTION ALLEGATIONS
238. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil
Procedure 23(a) and (b)(3) on behalf of a Class consisting of all purchasers of Exelon common
stock during the Class Period. Excluded from the Class are: Defendants, the current and Class
Period officers and directors of Exelon or ComEd, the members of the immediate families and
the legal representatives, affiliates, heirs, successors-in-interest, or assigns of any such excluded
person, and any entity in which such excluded persons have or had a controlling interest.
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ANSWER: Paragraph 238 purports to state legal conclusions, to which no response is
required. To the extent a response is required, the Exelon and ComEd Defendants admit that
Plaintiff seeks to bring this Action as a class action, but deny the allegations in Paragraph 238.
239. The members of the Class are so numerous that joinder of all members is
impracticable. Throughout the Class Period, Exelon common stock was actively traded on the
NYSE and NASDAQ. According to the Company’s 1Q19 Form 10-Q, the Company had more
than 960 million shares of common stock outstanding as of March 31, 2019. While the exact
number of Class members can only be determined by appropriate discovery, Plaintiff believes
that Class members number at least in the hundreds, if not thousands, and that they are
geographically dispersed.
form a belief as to the number of members of the putative class, and admit that Exelon common
stock traded on the NYSE from the beginning of the putative Class Period to September 24, 2019
and on NASDAQ from September 25, 2019 to the end of the putative Class Period and that
Exelon’s Form 10-Q for the first quarter of 2019 disclosed the common stock outstanding as of
March 31, 2019, and respectfully refer the Court to Exelon’s Form 10-Q for a complete and
240. Plaintiff’s claims are typical of the claims of the members of the Class because
Plaintiff’s and all the Class members’ damages arise from and were caused by the same
representations and omissions made by or chargeable to Defendants. Plaintiff does not have any
interests antagonistic to, or in conflict with, the Class.
Paragraph 240.
241. Plaintiff will fairly and adequately protect the interests of the members of the
Class and have retained counsel competent and experienced in class action and securities
litigation.
Paragraph 241.
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242. Common questions of law and fact exist as to all members of the Class and
predominate over any questions solely affecting individual members of the Class. Among the
questions of law and fact common to the Class are:
a. whether the federal securities laws were violated by Defendants’ acts as alleged
herein;
b. whether statements made by or chargeable to Defendants during the Class Period

misrepresented or omitted material facts;
c. whether the price of Exelon common stock was artificially inflated during the
Class Period; and
d. to what extent the members of the Class have sustained damages and the proper
measure of damages.
243. A class action is superior to all other available methods for the fair and efficient
adjudication of this controversy since joinder of all members is impracticable. Furthermore, as
the damages suffered by individual Class members may be relatively small, the expense and
burden of individual litigation makes it impracticable for members of the Class to individually
redress the wrongs done to them. Plaintiff is not aware of any difficulty in the management of
this action as a class action.
COUNT I
For Violation of §10(b) of the Exchange Act and SEC Rule 10b-5
Against Exelon, ComEd, and the Individual Defendants
ANSWER: Repeat and reincorporate each and every response to the allegations above,
as if set forth fully herein.
245. During the Class Period, Defendants disseminated or approved the false or
misleading statements specified above, which they knew or recklessly disregarded were
misleading in that they contained misrepresentations and failed to disclose material facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading.
246. Defendants violated §10(b) of the Exchange Act and SEC Rule 10b-5
promulgated thereunder in that they:
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a. employed devices, schemes, and artifices to defraud;
b. made untrue statements of material fact or omitted to state material facts

necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; or
c. engaged in acts, practices and a course of business that operated as a fraud or

deceit upon Plaintiff and other members of the Class in connection with their
purchases of Exelon common stock.
247. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and
other members of the Class suffered damages in connection with their respective purchases of
Exelon common stock during the Class Period because, in reliance on the integrity of the market,
Plaintiff and other members of the Class paid artificially inflated prices for Exelon common
stock and experienced losses when the artificial inflation was released from Exelon common
stock as a result of the leakage and disclosure of information and price declines detailed herein.
Plaintiff and other members of the Class would not have purchased Exelon common stock at the
prices paid, or at all, if they had been aware that the market price had been artificially and falsely
inflated by Defendants’ false and misleading statements.
248. By virtue of the foregoing, Exelon, ComEd, and the Individual Defendants have
each violated §10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder.
COUNT II
For Violation of §20(a) of the Exchange Act

Against Exelon and the Individual Defendants
ANSWER: Repeat and reincorporate each and every response to the allegations above,
as if set forth fully herein.
250. Exelon acted as a controlling person of ComEd within the meaning of §20(a) of
the Exchange Act. In addition, Crane, Pramaggiore, and Von Hoene acted as controlling persons
of Exelon, and Crane, Pramaggiore, and Dominguez acted as controlling persons of ComEd
within the meaning of §20(a) of the Exchange Act.
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251. By virtue of ownership and superior position, Exelon had the power to influence
and control, and did influence and control, directly or indirectly, the decision-making of ComEd,
including the content and dissemination of the various statements that Plaintiff contends are false
and misleading. In addition, by virtue of their high-level positions, participation in and/or
awareness of Exelon and ComEd’s operations and/or intimate knowledge of Exelon and
ComEd’s disclosures, policies, and lobbying practices, the Individual Defendants had the power
to influence and control, and did influence and control, directly or indirectly, the decision-
making of Exelon (Crane, Pramaggiore, and Von Hoene) and ComEd (Crane, Pramaggiore, and
Dominguez), including the content and dissemination of the various statements that Plaintiff
contends are false and misleading. Exelon, Crane, Pramaggiore, Dominguez, and Von Hoene
were provided with, or had unlimited access to copies of the reports, press releases, public
filings, and other statements alleged by Plaintiff to be misleading before and/or shortly after
these statements were issued and had the ability to prevent the issuance of the statements or
cause the statements to be corrected.
252. As set forth above, Exelon and ComEd violated §10(b) and Rule 10b-5
promulgated thereunder by their acts and omissions as alleged in this Complaint. By virtue of
their positions as controlling persons, and as a result of their aforementioned conduct,
Defendants Crane, Pramaggiore, and Von Hoene are liable pursuant to §20(a) of the Exchange
Act for Exelon’s §10(b) violations, and Defendants Exelon, Crane, Pramaggiore, and Dominguez
are liable pursuant to §20(a) of the Exchange Act for ComEd’s §10(b) violations. As a direct and
proximate result of these Defendants’ wrongful conduct, Plaintiff and other members of the
Class suffered damages in connection with their purchases of the Company’s common stock
during the Class Period, as evidenced by, among others, the common stock price declines
discussed above, when the artificial inflation was released from the Company’s common stock.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff prays for judgment as follows:
A. Declaring this action to be a class action properly maintained pursuant to Rule

23(a) and b(3) of the Federal Rules of Civil Procedure and certifying Plaintiff as Class
Representative and Robbins Geller Rudman & Dowd LLP as Class Counsel;
B. Awarding compensatory damages in favor of Plaintiff and the other members of

the Class against all Defendants, jointly and severally, for all damages sustained as a result of
Defendants’ wrongdoing, in an amount to be proven at trial, including interest thereon;
C. Awarding Plaintiff reasonable costs and expenses incurred in this action,

including attorneys’ fees, experts’ fees, and other costs and disbursements; and
D. Awarding such further relief, including any equitable/injunctive relief, as the

Court may deem just and proper.
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ANSWER: Deny that Plaintiff or putative class members are entitled to any judgment,
damages, recovery, or relief whatsoever.
DEMAND FOR JURY
Plaintiff hereby demands a trial by jury.
ANSWER: This paragraph contains a description of Plaintiff’s demand, to which no
response is required.
DEFENSES
Without admitting any wrongful conduct, and without assuming any burden that they
would not otherwise bear, the Exelon and ComEd Defendants assert the following defenses to
the Complaint:
FIRST DEFENSE
1. The Complaint fails to state a claim upon which relief can be granted.
SECOND DEFENSE
2. Plaintiff fails to plead specific misstatements or omissions or why any
misstatement or omission is misleading, or particular facts sufficient to support the allegations
asserted on information and belief. 15 U.S.C. § 78u-4(b)(1).
THIRD DEFENSE
3. Plaintiff’s claims are barred by the applicable statutes of repose and/or statutes of
limitation.
FOURTH DEFENSE
4. Plaintiff fails to plead fraud or scienter with the particularity required by Fed. R.
Civ. P. 9(b) and the Private Securities Litigation Reform Act of 1995. 15 U.S.C. § 78u-4(b)(2).
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FIFTH DEFENSE
5. Plaintiff’s claims fail, in whole or in part, because the Exelon and ComEd
Defendants lacked the required fraudulent intent or scienter necessary to establish violations of
the securities laws.
SIXTH DEFENSE
Defendants did not make any untrue statement of material fact.
SEVENTH DEFENSE
7. Plaintiff’s claims are barred, in whole or in part, because the alleged
misstatements and omissions were not material to the investment decisions of a reasonable
investor in view of, inter alia, the total mix of available information.
EIGHTH DEFENSE
8. Plaintiff’s claims are barred, in whole or in part, because certain alleged
misstatements contain expressions of opinion that Plaintiff has not alleged, and cannot prove,
were not truly held.
NINTH DEFENSE
9. Plaintiff’s claims are barred, in whole or in part, because Plaintiff has not suffered
any cognizable damages.
TENTH DEFENSE
10. To the extent that any Plaintiff or member of the alleged class incurred any injury
or damage as alleged in the Complaint, which is denied, any such injury or damage was caused
and brought about by other factors, including, but not limited to, market-wide phenomena,
economic factors, and/or the acts, conduct, or omissions of individuals and/or entities other than
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the Exelon and ComEd Defendants that intervened between the Exelon and ComEd Defendants’
alleged actions and the alleged harm. Accordingly, any recovery should be precluded or
diminished in proportion to the amount of fault attributable to other factors.
ELEVENTH DEFENSE
11. Plaintiff’s claims are barred, in whole or in part, because no act or omission by
any of the Exelon and ComEd Defendants was the cause in fact or proximate cause of any
damage alleged by Plaintiff.
TWELFTH DEFENSE
12. Plaintiff’s claims are barred, in whole or in part, because the injuries allegedly
sustained were caused by the actions or inactions of parties other than the Exelon and ComEd
Defendants, actions or inactions by parties outside the control of the Exelon and ComEd
Defendants, and/or economic events that were, likewise, outside the control of the Exelon and
ComEd Defendants. These actions, inactions, and events were intervening or superseding causes
of the damages alleged in the Complaint.
THIRTEENTH DEFENSE
13. Plaintiff’s claims are barred, in whole or in part, by the doctrine of laches.
FOURTEENTH DEFENSE
14. Plaintiff’s claims are barred, in whole or in part, by equitable estoppel, waiver,
unclean hands, and/or other equitable doctrines.
FIFTEENTH DEFENSE
15. Plaintiff’s claims are barred, in whole or in part, because, and to the extent that,
Plaintiff’s loss, if any, was not caused by any alleged misrepresentation or omission by the
Exelon and ComEd Defendants.
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SIXTEENTH DEFENSE
Defendants made full and accurate disclosures of all information required to be disclosed by law
and did not omit to disclose any statement of fact necessary in order to make the statements
made by the Exelon and ComEd Defendants not misleading.
SEVENTEENTH DEFENSE
17. Plaintiff’s claims are barred, in whole or in part, by the terms, disclaimers, and
disclosures in Exelon and ComEd’s SEC filings.
EIGHTEENTH DEFENSE
18. Plaintiff’s claims are barred, in whole or in part, because the Exelon and ComEd
Defendants had no duty to disclose, or to cause the disclosure of, the allegedly omitted material
information.
NINETEENTH DEFENSE
19. Plaintiff’s claims are barred, in whole or in part, because some or all of the
matters now claimed by Plaintiff to have been omitted from Exelon and ComEd’s public
disclosures (which the Exelon and ComEd Defendants deny) were fully disclosed by the Exelon
and ComEd Defendants or were otherwise known to and entered the securities market through
credible sources.
TWENTIETH DEFENSE
20. Plaintiff’s claims are barred, in whole or in part, because certain of the alleged
misstatements are non-actionable statements of puffery.
TWENTY FIRST DEFENSE
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21. Plaintiff’s claims fail to the extent that they are based on forward-looking
statements that were either accompanied by meaningful cautionary language or made without
actual knowledge that those statements were false or misleading. 15 U.S.C. § 78u-5(c).
TWENTY SECOND DEFENSE
22. Plaintiff’s claims are barred, in whole or in part, under the “bespeaks caution”
doctrine.
TWENTY THIRD DEFENSE
23. Plaintiff is not entitled to a presumption of reliance and did not reasonably rely on
any allegedly misleading statement of material fact when purchasing Exelon’s securities.
TWENTY FOURTH DEFENSE
Defendants are not liable to Plaintiff for any claims based on alleged misrepresentations or
omissions for which Plaintiff and/or its agents, financial representatives, and/or broker-dealers
had, in whole or part, actual or constructive knowledge.
TWENTY FIFTH DEFENSE
25. Plaintiff’s claims are barred, in whole or in part, because the alleged
misstatements or omissions did not affect the market price of Exelon’s common stock.
TWENTY SIXTH DEFENSE
26. Plaintiff’s claims are barred, in whole or in part, because Plaintiff purchased
Exelon’s common stock with actual or constructive knowledge of the risks involved in an
investment in Exelon’s common stock, and thus assumed the risk that the value of the common
stock would decline if such risks materialized.
TWENTY SEVENTH DEFENSE
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27. Plaintiff’s claims are barred, in whole or in part, because, and to the extent that,
any relief or recovery would unjustly enrich or constitute a windfall to Plaintiff.
TWENTY EIGHTH DEFENSE
28. Plaintiff’s claims are barred, in whole or in part, by the doctrine of collateral
estoppel.
TWENTY NINTH DEFENSE
29. Plaintiff’s claims are barred because one or more parties not named in the
Complaint may be indispensable parties to this Action, and the Exelon and ComEd Defendants
reserve the right to seek the joinder of those parties whose absence from the Action renders it
such that complete relief cannot be granted without the missing party.
THIRTIETH DEFENSE
30. Plaintiff’s claims are barred, in whole or in part, because Plaintiff failed to make
reasonable efforts to mitigate their alleged injury or damage that would have prevented all or part
of any such alleged injury or damage.
THIRTY FIRST DEFENSE
31. Plaintiff’s claims are barred, in whole or in part, because any alleged damages
suffered by Plaintiff, which the Exelon and ComEd Defendants deny, are speculative.
THIRTY SECOND DEFENSE
32. Plaintiff is not entitled to any recovery from the Exelon and ComEd Defendants
in excess of the amounts allowed under applicable law.
THIRTY THIRD DEFENSE
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33. Plaintiff’s claims against each of the Exelon and ComEd Defendants fail to the
extent that they seek damages exceeding each of the Exelon and ComEd Defendant’s
proportionate liability.
THIRTY FOURTH DEFENSE
34. Plaintiff’s claims are barred, in whole or in part, insofar as they are based on
alleged conduct that concluded before, or began after, Plaintiff’s purchases of Exelon’s common
stock.
THIRTY FIFTH DEFENSE
35. Plaintiff’s claims under Section 20(a) of the Exchange Act are barred because
Messrs. Crane, Von Hoene, and Dominguez at all times acted in good faith, and did not directly
or indirectly induce the alleged acts underlying Plaintiff’s claims.
THIRTY SIXTH DEFENSE
36. Plaintiff’s claims are barred, in whole or in part, because Plaintiff and members of
the alleged class, including those who did not purchase Exelon common stock, lack standing to
assert federal securities fraud claims against the Exelon and ComEd Defendants.
THIRTY SEVENTH DEFENSE
37. Plaintiff cannot satisfy the prerequisites set forth in Rule 23 of the Federal Rules
of Civil Procedure to maintain this Action as a class action.
THIRTY EIGHTH DEFENSE
Defendants did not employ any device, scheme, or artifice to defraud.
THIRTY NINTH DEFENSE
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Defendants did not engage in any act, practice, or course of business that operated or would
operate as a fraud or deceit.
FORTIETH DEFENSE
40. The Exelon and ComEd Defendants have not knowingly and intentionally waived
any applicable additional defenses, and reserve the right to raise any additional defenses not
asserted herein of which they become aware at any subsequent stage of this action, including, but
not limited to, the right to assert as a defense their reliance on the advice of counsel. The Exelon
and ComEd Defendants further reserve the right to amend their Answer and Defenses
accordingly and to delete defenses that they determine are not applicable during the course of
discovery.
PRAYER
WHEREFORE, the Exelon and ComEd Defendants respectfully request that the Court:
A. Deny class certification and strike all class allegations from the Complaint;
B. Render judgment that Plaintiff take nothing by this suit;
C. Dismiss the Complaint with prejudice;
D. Award Defendants their costs of court and other fees; and
E. Grant any other just and proper relief to which the Exelon and ComEd Defendants
may be entitled.
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DATED: June 9, 2021 Respectfully submitted,
RILEY SAFER HOLMES & CANCILA LLP
/s/ Matthew C. Crowl________

Matthew C. Crowl, #6201018
Brian O. Watson, #6304248
70 W. Madison Street, Suite 2900
Chicago, Illinois 60602
Telephone: (312) 471-8700
Facsimile: (312) 471-8701
[email protected]
[email protected]
DAVIS POLK & WARDWELL LLP

James P. Rouhandeh
Edmund Polubinski III
Mari Byrne
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5835
[email protected]
[email protected]
[email protected]
Attorneys for Defendants Exelon

Corporation, Commonwealth Edison
Company, Christopher M. Crane, William A.
Von Hoene, Jr., and Joseph Dominguez
110
Case:
Case: 1:19-cv-08209
Document #:
#: 123
72-2Filed:
Filed:06/09/21
06/16/23Page
Page111
445ofof111
649PageID
PageID#:3000
#:938
CERTIFICATE OF SERVICE
The undersigned hereby certifies that on June 9, 2021, I authorized the electronic filing of
the foregoing with the Clerk of the Court using the CM/ECF system which will automatically
send notification of such filing to all attorneys of record.
/s/ Matthew C. Crowl________

Matthew C. Crowl
111
EXHIBIT D

EASTERN DIVISION
UNITED STATES OF AMERICA )

) No.
v. ) Hon.
)
COMMONWEALTH EDISON )
COMPANY )
DEFERRED PROSECUTION AGREEMENT
This Deferred Prosecution Agreement between the United States Attorney for
the Northern District of Illinois, JOHN R. LAUSCH, JR. (the “government”), and
defendant COMMONWEALTH EDISON COMPANY (“ComEd”), by its undersigned
representative and attorneys, pursuant to authority granted by the Board of Directors
of Exelon Corporation (“Exelon”), is made pursuant to the terms and conditions set forth
below.
Criminal Information and Acceptance of Responsibility
1. ComEd acknowledges and agrees that the government will file the
accompanying Information in the United States District Court for the Northern District
of Illinois charging ComEd with bribery in violation of Title 18, United States Code,
Section 666(a)(2). ComEd knowingly waives any right to indictment on this charge, as
well as all rights to a speedy trial pursuant to the Sixth Amendment to the United States
Constitution, Title 18, United States Code, Section 3161, and Federal Rule of Criminal
Procedure 48(b).
2. ComEd admits, accepts, and acknowledges that it is responsible under
United States law for the acts of its current and former officers, employees, and agents

as charged in the Information and as set forth in the Statement of Facts, attached as
Attachment A and incorporated by reference into this Agreement, and that the facts
alleged in the Information and described in the Statement of Facts are true and accurate.
Should the government pursue the prosecution that is deferred by this Agreement,
ComEd agrees that it will neither contest the admissibility of nor contradict the
Statement of Facts in any such proceeding, including any trial, guilty plea or sentencing
proceeding.
3. It is further understood that the government shall file this Agreement in a
public Court file and may disclose this Agreement to the public.
Term of the Agreement
4. This Agreement shall have a term of three (3) years from the date on which
the fully-executed Agreement is filed with the Court (the “Term”), except for specific
provisions below that specify a longer period. ComEd agrees, however, that in the event
the government determines, in its sole discretion, that ComEd has knowingly violated
any provision of this Agreement or has failed to completely perform or fulfill each of its
obligations under this Agreement, an extension or extensions of the Term may be
imposed by the government, in its sole discretion, for up to a total additional time period
of one year, without prejudice to the government’s right to proceed as provided in the
breach provisions of this Agreement below. Any extension of the Agreement extends all
terms of this Agreement, including the terms of the reporting requirement in
Attachment C, for an equivalent period. Conversely, in the event the government finds,
in its sole discretion, that there exists a change in circumstances sufficient to eliminate
the need for the reporting requirement in Attachment C, the Agreement may be
2
terminated early. In such event, ComEd’s cooperation obligations described below shall
survive until the date upon which all such investigations and prosecutions are concluded.
Relevant Considerations
5. The government enters into this Agreement based on the individual facts
and circumstances presented by this case, including the nature and seriousness of the
offense conduct, ComEd’s timely notification to the government of an internal
investigation after receiving a subpoena and being notified by the government of the
nature of the government’s investigation, ComEd’s ongoing cooperation described more
fully below, and its remedial measures and operational improvements also described
more fully below.
Cooperation
6. To date, ComEd has provided substantial cooperation, which includes:
conducting a thorough and expedited internal investigation; proactively identifying
issues and facts that would likely be of interest to the government; making regular factual
presentations to the government and sharing information that would not have been
otherwise available to the government; and organizing voluminous evidence and
information for the government.
7. ComEd shall continue to cooperate fully with the government in any and all
matters relating to the conduct described in this Agreement and the attached Statement
of Facts and other related conduct under investigation by the government at any time
during the Term, until the later of the date the Term ends or the date upon which all
investigations and prosecutions arising out of such conduct are concluded. At the request
of the government, ComEd shall also cooperate fully with other law enforcement and
3
regulatory authorities and agencies in any investigation of ComEd, its subsidiaries or
affiliates, or any of its present or former officers, directors, employees, agents, lobbyists
and consultants, or any other party, in any and all matters relating to the conduct
described in this Agreement and the attached Statement of Facts and other related
conduct under investigation by the government at any time during the Term. ComEd’s
cooperation pursuant to this paragraph is subject to applicable law and regulations, as
well as valid claims of attorney-client privilege or attorney work product doctrine;
however, ComEd must provide to the government a log of any information or cooperation
that is not provided based on an assertion of law, regulation, privilege, or attorney work
product, and ComEd bears the burden of establishing the validity of any such an
assertion. ComEd agrees that its cooperation shall include, but not be limited to, the
following:
a. ComEd shall fully and truthfully cooperate in any matter in which it
is called upon to cooperate by a representative of the United States Attorney’s Office for
the Northern District of Illinois.
b. ComEd shall truthfully and in a timely manner disclose all factual
information with respect to its activities, those of its subsidiaries and affiliates, and those
of its present and former directors, officers, employees, agents, lobbyists and consultants,
including any evidence or allegations and internal or external investigations, about which
the government may inquire. This obligation of truthful disclosure includes, but is not
limited to, the obligation of ComEd to promptly provide to the government, upon request,
any non-privileged document, record or other tangible evidence about which the
government may inquire.
4
c. Upon request of the government, ComEd shall designate
knowledgeable employees, agents or attorneys to provide to the government the
information and materials described above on behalf of ComEd. It is further understood
that ComEd must at all times provide complete, truthful, and accurate information.
d. ComEd shall use its best efforts to make available for interviews or
testimony, as requested by the government, present or former officers, directors,
employees, agents, lobbyists and consultants of ComEd. This obligation includes, but is
not limited to, sworn testimony before a federal grand jury or in federal trials, as well as
interviews with law enforcement and regulatory authorities. Cooperation shall include
identification of witnesses who, to the knowledge of ComEd, may have material
information regarding the matters under investigation.
e. With respect to any information, testimony, documents, records or
other tangible evidence provided to the government pursuant to this Agreement, ComEd
consents to any and all disclosures to other governmental authorities of such materials as
the government, in its sole discretion, shall deem appropriate.
f. Should ComEd learn of any evidence or allegation of a violation of
U.S. criminal law, ComEd shall promptly report such evidence or allegation to the
government. On the date that the Term expires, ComEd, by its Chief Executive Officer
and Chief Financial Officer, will certify to the government that ComEd has met its
disclosure obligations pursuant to this Agreement. Each certification will be deemed a
material statement and representation by ComEd to the executive branch of the United
States for purposes of 18 U.S.C. § 1001.
5
8. ComEd agrees that its obligations to cooperate under the terms set forth
in this Agreement will continue even after the three-year term of this Agreement and
the dismissal of the Information, and ComEd will continue to fulfill the cooperation
obligations set forth in this Agreement in connection with any related investigation,
criminal prosecution, or civil proceeding brought by the government related to the
conduct set forth in the Information or the Statement of Facts.
Payment of Monetary Penalty
9. The government and ComEd agree that the application of the 2018 U.S.
Sentencing Guidelines (“Guidelines”) to determine the applicable fine range yields the
following:
a. Offense level. Based upon Guidelines § 2C1.1, the total offense level
is 44, calculated as follows:
(a)(2) Base Offense Level 12
(b)(1) More than one bribe +2
(b)(2) Value of the benefit to be

received was greater than
$150,000,000 +26
(b)(3) Involvement of an elected

public official in a high-level decision-
making or sensitive position +4
TOTAL 44
b. Base fine. Based upon Guidelines § 8C2.4, the base fine is
$150,000,000.
c. Culpability score. Based upon Guidelines § 8C2.5, the Culpability

Score is 8, calculated as follows:
(a) Base Culpability Score 5
6
(b) ComEd had more than 5000

employees, and high-level personnel
participated in and condoned the
offense +5
(g)(2) ComEd fully cooperated in the -2

investigation and clearly
demonstrated acceptance of
responsibility
TOTAL 8
d. Calculation of Fine Range. Based upon Guidelines § 8C2.6, the fine
range is calculated as follows:
Base fine $150,000,000

Minimum multiplier 1.6
Maximum multiplier 3.2
Fine range $240,000,000 - $480,000,000
10. The government and ComEd agree, based on the application of the
Guidelines, that the appropriate total criminal penalty is $200,000,000. This reflects a
discount off the bottom of the applicable United States Sentencing Guidelines fine range
for ComEd’s substantial remediation and cooperation as set forth in this Agreement.
ComEd shall be responsible for paying $100,000,000 to the United States Treasury within
thirty (30) days of the filing of this Agreement and the remaining $100,000,000 within
ninety (90) days of the filing of this Agreement. Nothing in the Agreement shall be
deemed an agreement regarding a maximum penalty that may be imposed in any future
prosecution, and the government is not precluded from arguing in any future prosecution
that the Court should impose a higher fine, disgorgement or civil or criminal forfeiture,
although the government agrees that under those circumstances, it will recommend to
the Court that any amount paid under this Agreement should be offset against any fine
7
imposed as part of a future judgment. ComEd agrees that no tax deduction may be sought
in connection with the payment of any part of the fine, and ComEd may not seek to
recover any portion of the fine through surcharges, fees or any other charges to
customers. ComEd shall not seek or accept directly or indirectly reimbursement or
indemnification from any source other than Exelon with regard to the fine amount or any
other amount it pays pursuant to any other agreement entered into with an enforcement
authority or regulator concerning the facts set forth in the Statement of Facts.
11. The government agrees, except as provided in this Agreement, that it will
not bring any criminal or civil case (except for criminal tax violations, as to which the
government does not make any agreement) against ComEd or any of its present or
former subsidiaries or affiliates relating to any of the conduct described in the attached
Statement of Facts or in the documents produced by ComEd to the government during
the investigation, or to conduct otherwise disclosed to the government by ComEd in the
investigation or to conduct known to the government as of the date of this Agreement.
The government, however, may use any information related to the conduct described in
the attached Statement of Facts against ComEd: (a) in a prosecution for perjury or
obstruction of justice; (b) in a prosecution for making a false statement; or (c) in a
prosecution or other proceeding relating to a violation of any provision of Title 26 of the
United States Code. This Agreement does not provide any protection against prosecution
for any future conduct by ComEd or any of its present or former parents or subsidiaries.
In addition, this Agreement does not provide any protection against prosecution of any
individuals, regardless of their affiliation with ComEd or with any of its present or former
parents or subsidiaries.
8
Remediation, Corporate Compliance Program, and Reporting
12. ComEd and Exelon have engaged in significant remedial measures to
enhance their compliance program, including taking steps to ensure that employees and
vendors ComEd identified as responsible for the conduct at issue are no longer employed
by or have a relationship with ComEd; revamping the compliance structure including
through the creation of the new position of Executive Vice President for Compliance and
Audit with a direct reporting line to the Audit Committee of the Exelon Board of
Directors and Chief Executive Officer; and drafting and implementing new compliance
policies that, among other things: (a) require internal tracking and reporting of anything
of value requested, solicited, or provided to public officials, including hiring requests;
(b) establish due diligence and ongoing monitoring requirements for all third parties
engaged in political consulting or lobbying activities; (c) prohibit subcontracting of third
party lobbyists and political consultants; (d) mandate that the hiring of all third party
lobbyists and political consultants must be approved by the Chief Compliance and Ethics
Officer; and (e) require ongoing monitoring of all third party lobbyists and political
consultants to ensure they are providing value to the business.
13. ComEd represents that it has implemented and will continue to implement
a compliance and ethics program designed to prevent and detect violations of U.S. law
throughout its operations, including those of its subsidiaries, agents, and joint ventures,
and those of its contractors and subcontractors (to the extent subcontractors are
permitted) whose responsibilities include accounting, financial reporting, lobbying,
government relations, consulting, and interactions with ComEd’s auditors, including, but
not limited to, the minimum elements set forth in Attachment B (Corporate Compliance
9
Program). In addition, ComEd agrees that it will report to the government annually
during the Term regarding remediation and implementation of the compliance measures
described in Attachment B. These reports will be prepared in accordance with
Attachment C (Corporate Compliance Reporting).
14. To address any compliance deficiencies, ComEd represents that it has
undertaken, and will continue to undertake in the future, in a manner consistent with all
of its obligations under this Agreement, a review of its existing internal controls, policies,
and procedures regarding compliance with U.S. law. Where necessary and appropriate,
ComEd agrees to adopt a new compliance program, or to modify its existing one,
including internal controls, compliance policies, and procedures to ensure that it
maintains a rigorous compliance program that incorporates relevant internal controls, as
well as policies and procedures designed to effectively deter and detect violations of U.S.
law. The compliance program will include, but not be limited to, the minimum elements
set forth in Attachment B.
Deferred Prosecution
15. In consideration of: (a) ComEd’s past and future cooperation as described
above; (b) ComEd’s payment of a monetary penalty of $200,000,000; (c) ComEd’s adoption
and maintenance of remedial measures, and review and audit of such measures, including
the compliance undertakings described in Attachment B, the government agrees to
request that the United States District Court for the Northern District of Illinois defer
proceedings on the charge in the Information pursuant to Title 18, United States Code,
Section 3161(h)(2), for the Term of this Agreement.
10
16. The government further agrees that if ComEd fully complies with all of its
obligations under this Agreement, the government will not continue the criminal
prosecution against ComEd described in Paragraph 1. Within thirty (30) days of the
successful completion of the Term, the government shall seek dismissal of the
Information filed against ComEd.
Breach of the Agreement
17. If, during the Term, (a) ComEd commits any felony under U.S. law; (b)
ComEd provides in connection with this Agreement deliberately false, incomplete, or
misleading information, including in connection with a disclosure of information about
individual culpability; (c) ComEd fails to implement a compliance program as set forth in
this Agreement and Attachment B; or (d) ComEd otherwise fails to completely perform
or fulfill each of its obligations under the Agreement; or if at any time ComEd fails to
cooperate as set forth in this Agreement regardless of whether the government becomes
aware of such a breach after the Term is complete, ComEd shall thereafter be subject to
prosecution for any federal criminal violation of which the government has knowledge,
including, but not limited to, the conduct described in the attached Statement of Facts,
which may be pursued by the government in the U.S. District Court for the Northern
District of Illinois or any other appropriate venue. Determination of whether ComEd has
breached the Agreement and whether to pursue prosecution of ComEd shall be in the
government’s sole discretion. Any such prosecution may be premised on information
provided by ComEd or its personnel. Any such prosecution relating to the conduct
described in the attached Statement of Facts or relating to conduct known to the
government prior to the date on which this Agreement was signed that is not time-barred
11
by the applicable statute of limitations on the date of the signing of this Agreement may
be commenced against ComEd or its subsidiaries, notwithstanding the expiration of the
statute of limitations, between the signing of this Agreement and the expiration of the
Term plus one year. Thus, by signing this Agreement, ComEd agrees that the statute of
limitations with respect to any such prosecution that is not time-barred on the date of the
signing of this Agreement shall be tolled for the Term plus one year. In addition, ComEd
agrees that the statute of limitations as to any violation of U.S. law that occurs during
the Term will be tolled from the date upon which the violation occurs until the earlier of
the date upon which the government is made aware of the violation or the duration of the
Term plus five years, and that this period shall be excluded from any calculation of time
for purposes of the application of the statute of limitations.
18. In the event the government determines that ComEd has breached this
Agreement, the government agrees to provide ComEd with written notice of such breach
prior to instituting any prosecution resulting from such breach. Within thirty (30) days
of receipt of such notice, ComEd shall have the opportunity to respond to the government
in writing to explain the nature and circumstances of such breach, as well as the actions
ComEd has taken to address and remediate the situation, which explanation the
government shall consider in determining whether to pursue prosecution of ComEd.
19. In the event that the government determines that ComEd has breached
this Agreement: (a) all statements made by or on behalf of ComEd or its present or
former parents or subsidiaries to the government or to the Court, including the attached
Statement of Facts, and any testimony given by ComEd or its present or former parents
or subsidiaries before a grand jury, a court, or any tribunal, or at any legislative hearings,
12
whether prior or subsequent to this Agreement, and any leads or evidence derived from
such statements or testimony, shall be admissible in evidence in any and all criminal
proceedings brought by the government against ComEd or its present or former parents
or subsidiaries; and (b) ComEd or its present or former parents or subsidiaries shall not
assert any claim under the United States Constitution, Rule 11(f) of the Federal Rules of
Criminal Procedure, Rule 410 of the Federal Rules of Evidence, or any other federal rule
that any such statements or testimony made by or on behalf of ComEd or its present or
former parents or subsidiaries prior or subsequent to this Agreement, or any leads or
evidence derived therefrom, should be suppressed or are otherwise inadmissible. The
decision whether conduct or statements of any current director, officer or employee, or
any person acting on behalf of, or at the direction of, ComEd or its present or former
parents or subsidiaries, will be imputed to ComEd for the purpose of determining
whether ComEd has violated any provision of this Agreement shall be in the sole
discretion of the government.
Statements by ComEd
20. ComEd expressly agrees that it shall not, through present or future
attorneys, officers, directors, employees, agents or any other person authorized to speak
for ComEd, make any public statement, in litigation or otherwise, contradicting the
acceptance of responsibility by ComEd set forth above or the facts described in the
attached Statement of Facts. ComEd agrees that if it or any of its present or former
parents or subsidiaries issues a press release or holds any press conference in connection
with this Agreement, ComEd shall first consult the government to determine (a) whether
the text of the release or proposed statements at the press conference are true and
13
accurate with respect to matters relating to this Agreement; and (b) whether the
government has any objection to the release.
Limitations on Binding Effect of Agreement
21. This Agreement is binding on ComEd and the government but specifically
does not bind (i) any component of the Department of Justice other than the United
States Attorney’s Office for the Northern District of Illinois, (ii) other federal agencies,
(iii) any state, local or foreign law enforcement or regulatory agencies, or (iv) any other
authorities, although the government will bring the cooperation of ComEd and its
compliance with its obligations under this Agreement to the attention of such agencies
and authorities if requested to do so by ComEd.
Changes in Corporate Form
22. Except as may otherwise be agreed by the government and ComEd in
connection with a particular transaction, ComEd agrees that in the event that, during the
term of any of its obligations under this Agreement, it undertakes any change in
corporate form, including if it sells, merges, or transfers business operations that are
material to ComEd’s consolidated operations, as they exist as of the date of this
Agreement, whether such change is structured as a sale, asset sale, merger, transfer, or
other change in corporate form, it shall include in any contract for sale, merger, transfer,
or other change in corporate form a provision binding the purchaser, or any successor in
interest thereto, to the obligations described in this Agreement. The purchaser or
successor in interest must also agree in writing that the government’s ability to
determine there has been a breach under this Agreement is applicable in full force to that
entity. ComEd agrees that the failure to include this Agreement’s breach provisions in
14
the transaction will make any such transaction null and void. ComEd shall provide notice
to the government at least thirty (30) days prior to undertaking any such sale, merger,
transfer, or other change in corporate form. The government shall notify ComEd prior to
such transaction (or series of transactions) if it determines that the transaction(s) will
have the effect of circumventing or frustrating the enforcement purposes of this
Agreement. If at any time during the Term ComEd engages in a transaction(s) that has
the effect of circumventing or frustrating the enforcement purposes of this Agreement,
the government may deem it a breach of this Agreement pursuant to the breach
provisions of this Agreement. Nothing herein shall restrict ComEd from indemnifying
(or otherwise holding harmless) the purchaser or successor in interest for penalties or
other costs arising from any conduct that may have occurred prior to the date of the
transaction, so long as such indemnification does not have the effect of circumventing or
frustrating the enforcement purposes of this Agreement, as determined by the
government.
Notice
23. Any notice to the government under this Agreement shall be given by
personal delivery, overnight delivery by a recognized delivery service, or registered or
certified mail, addressed to the Chief, Public Corruption and Organized Crime Section,
United States Attorney’s Office, 219 South Dearborn Street, Fifth Floor, Chicago, IL
60604. Any notice to ComEd shall be given by personal delivery, overnight delivery by a
recognized delivery service, or registered or certified mail, addressed to Charles B.
Sklarsky, Jenner & Block LLP, 353 North Clark Street, Chicago, IL 60654.
15
ATTACHMENT A
STATEMENT OF FACTS
The following Statement of Facts is incorporated by reference as part of the
Deferred Prosecution Agreement (the “Agreement”) between the United States
Attorney’s Office for the Northern District of Illinois and Commonwealth Edison
Company (“ComEd”). ComEd hereby agrees and stipulates that the following
information is true and accurate. ComEd admits, accepts, and acknowledges that it is
responsible for the acts of its current and former officers, directors, employees, and
agents as set forth below.
I. Background
ComEd is the largest utility company in Illinois. It employs over 6,000 individuals,
and delivers electricity to approximately 70% of Illinois’s population. It is a majority-
owned subsidiary of Exelon Corporation (“Exelon”), and operates from its headquarters
located in Chicago.
As a utility, ComEd is subject to extensive regulation by the State of Illinois. The
State of Illinois regulates the rates that ComEd may charge its customers, as well as the
rate of return ComEd may realize from its business operations. The legislative branch of
the State of Illinois, known as the Illinois General Assembly, has routinely considered
bills and has passed legislation that has had a substantial impact on ComEd’s operations
and profitability, including legislation that affects the regulatory process ComEd uses to
determine the rates ComEd charges its customers for the delivery of electricity. In order
for legislation to become law, it must be passed by both houses of the Illinois General
Assembly—the Illinois House of Representatives and the Illinois Senate.
A-1
For example, in 2011, the General Assembly passed the Energy Infrastructure
and Modernization Act (“EIMA”). EIMA provided for a regulatory process through
which ComEd was able to more reliably determine rates it could charge customers and,
in turn, determine how much money it was able to generate from its operations to cover,
among other things, costs for grid-infrastructure improvements. The passage of EIMA
therefore helped improve ComEd’s financial stability. EIMA was passed by the Illinois
House of Representatives in or around May 2011, and by the Illinois Senate in or around
August 2011. EIMA was then vetoed by the Governor of the State of Illinois. Thereafter,
in or around October 2011, both houses of the Illinois General Assembly voted to override
the Governor’s veto. In 2016, the General Assembly passed the Future Energy Jobs Act
(“FEJA”), which provided for a renewal of the regulatory process that was beneficial to
ComEd. Since the passage of FEJA, ComEd has had a continuing interest in advancing
legislation in the General Assembly favorable to its interests, and opposing legislation
that was not consistent with its operational and financial success.
Public Official A is the Speaker of the Illinois House of Representatives and the
longest serving member of the House of Representatives. ComEd understood that, as
Speaker of the House of Representatives, Public Official A was able to exercise control
over what measures were called for a vote in the House of Representatives and had
substantial influence and control over fellow lawmakers concerning legislation, including
legislation that affected ComEd. Public Official A was an agent of the State of Illinois, a
State government that during each of the twelve-month calendar years from 2011 to 2019,
received federal benefits in excess of $10,000.
A-2
Individual A served in the Illinois House of Representatives for approximately ten
years beginning in 1972. After Individual A’s service in the Illinois House of
Representatives, Individual A served as a lobbyist and/or consultant for ComEd until
2019. During that time, Individual A made known to ComEd that Individual A had a close
personal relationship with Public Official A.
CEO-1 was the chief executive officer of ComEd between in and around March
2012 and May 2018. From June 1, 2018 to October 15, 2019, CEO-1 served as a senior
executive at Exelon Utilities, and had oversight authority over ComEd’s operations.
Senior Executive 1 served as ComEd’s senior vice president for legislative and
external affairs from in or around March 2012 until in or around September 2019.
Lobbyist 1 served as ComEd’s executive vice president of legislative and external
affairs from in and around 2009 until Lobbyist 1’s retirement in and around 2012. From
2012 to 2019, Lobbyist 1 served as an external lobbyist for ComEd.
Consultant 1 was the owner of Company 1, which performed consulting services
for ComEd until in and around 2019.
II. Conduct
Overview
From in or around 2011 through in or around 2019, in an effort to influence and
reward Public Official A’s efforts, as Speaker of the Illinois House of Representatives, to
assist ComEd with respect to legislation concerning ComEd and its business, ComEd
arranged for various associates of Public Official A, including Public Official A’s political
allies and individuals who performed political work for Public Official A, to obtain jobs,
vendor subcontracts, and monetary payments associated with those jobs and
A-3
subcontracts from ComEd, even in instances where certain political allies and workers
performed little or no work that they were purportedly hired to perform for ComEd.
Hiring of Public Official A’s Associates as Vendor “Subcontractors”

Who Performed Little or No Work for ComEd
ComEd employees and agents, including third-party consultants and lobbyists,
were subject to Exelon’s Code of Conduct. Exelon’s Code of Conduct, applicable
beginning in 2015, required employees and agents to: (a) “[k]eep accurate and complete
records so all payments are honestly detailed and company funds are not used for
unlawful purposes”; (b) “[c]onduct due diligence on all potential agents, consultants or
other business partners”; and (c) “[n]ever use a third party to make payments or offers
that could be improper.” Exelon’s Code of Conduct also prohibited bribery and listed as
an example of a prohibited bribe: “Providing something of value for the benefit of a public
official in a position to make a decision that could benefit the company.”
Beginning no later than in or around 2011, Public Official A and Individual A
sought to obtain from ComEd jobs, vendor subcontracts, and monetary payments
associated with those jobs and subcontracts for various associates of Public Official A,
such as precinct captains who operated within Public Official A’s legislative district.
In or around 2011, Individual A and Lobbyist 1 developed a plan to direct money
to two of Public Official A’s associates (“Associate 1” and “Associate 2”) by having ComEd
pay them indirectly as subcontractors to Consultant 1. Payments to Associate 1 and
Associate 2, as well as later payments to other subcontracted associates of Public Official
A, continued until in or around 2019, even though those associates did little or no work
during that period.
A-4
Consultant 1 agreed in 2011 that Public Official A’s associates would be identified
as subcontractors under Consultant 1’s contract and that ComEd’s payments to
Consultant 1 would be increased to cover payments to those subcontractors. Between in
or around 2011 and 2019, Consultant 1 executed written contracts and submitted invoices
to ComEd that made it falsely appear that the payments made to Company 1 were all in
return for Consultant 1’s advice on “legislative issues” and “legislative risk management
activities,” and other similar matters, when in fact a portion of the compensation paid to
Company 1 was intended for ultimate payment to Public Official A’s associates, who in
fact did little or no work for ComEd. Consultant 1 and Company 1 did little, if anything,
to direct or supervise the activities of Public Official A’s associates, even though they
were subcontracted under and received payments through Company 1. Moreover,
because they were paid indirectly through Company 1, the payments to Public Official
A’s associates over the course of approximately eight years were not reflected in the
vendor payment system used by ComEd, and as a result, despite that Public Official A’s
associates were subcontracted under and receiving payments through Company 1, no
such payments were identifiable in ComEd’s vendor payment system.
Certain senior executives and agents of ComEd were aware of these payments
from their inception until they were discontinued in or around 2019. For example, in or
around May 2018, Public Official A, through Individual A, asked CEO-1 to hire a political
ally of Public Official A who was retiring from the Chicago City Council at the end of the
month (“Associate 3”). CEO-1, in coordination with Senior Executive 1 and Consultant 1,
agreed that ComEd would pay Associate 3 approximately $5,000 a month indirectly as a
subcontractor through Company 1. At the time CEO-1 approved this arrangement, CEO-
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1 was aware that there were other associates of Public Official A that were paid indirectly
as subcontractors through Company 1, which CEO-1 referred to as the “roster.” CEO-1
also agreed that Public Official A—rather than an officer or employee of ComEd or
Company 1—would advise Associate 3 of this new arrangement. In or around June 2018,
Company 1’s contract was revised to include extra funding for the purpose of paying
Associate 3. In seeking to justify the extra funding, Consultant 1 claimed falsely that an
additional fee of $5,000 a month was necessary under Company 1’s contract, in part
because of Company 1’s “expanded role with Cook County Board president’s office and
Cook County Commissioners and Department Heads,” when in fact the additional $5,000
a month in compensation was intended for payment to Associate 3. ComEd approved of
the additional payments to Company 1, knowing they were intended for Associate 3.
Certain senior executives and agents of ComEd were also aware of the purpose of
these payments to Public Official A’s associates, namely, that they were intended to
and to advance ComEd’s business interests. For example:
a. On or about May 16, 2018, Individual A explained to Senior
Executive 1 why certain individuals were being paid indirectly through Company 1, by
making reference to their utility to Public Official A’s political operation. Individual A
identified Associate 1, one of the several individuals on Company 1’s payroll, as “one of
the top three precinct captains” who also “trains people how to go door to door . . . so just
to give you an idea how important the guy is.”
b. On or about February 7, 2019, Individual A advised Senior
Executive 1 about how to present information within ComEd concerning the renewal of
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Company 1’s contract for 2019. In the conversation, Individual A advised Senior
Executive 1 that, “I would say to you don’t put anything in writing,” explaining later in
the conversation because “all it can do is hurt ya.” Individual A further advised Senior
Executive 1 that, if asked by a ComEd official why Company 1 was being paid, Senior
Executive 1 should explain that the associates of Public Official A were former ward
committeemen and aldermen, that it was a “favor,” and that it would be up to Consultant
1 to prove that Public Official A’s associates performed work, not ComEd.
c. On or about February 11, 2019, Individual A had a conversation with
Lobbyist 1, who by that time had retired from ComEd, but had continued to serve as a
paid external lobbyist to ComEd. In discussing how the renewal of Company 1’s
contract—which included significant payments to Company 1 to account for indirect
payments to Public Official A’s associates—should be communicated internally,
Individual A said, “We had to hire these guys because [Public Official A] came to us. It’s
just that simple.” Lobbyist 1 agreed, and added, “It’s, it’s clean for all of us.”
d. On or about February 13, 2019, Consultant 1 advised Senior
Executive 1 that Associate 1 and Associate 2 had been made “subcontractors” of
Company 1 at the request of Lobbyist 1, and that Associate 3 was also currently being
paid as a “subcontractor.” Consultant 1 emphasized that he had told no one of the
arrangement per instructions previously given to Consultant 1, and cautioned Senior
Executive 1 that ComEd should not tamper with the arrangement because “your money
comes from Springfield,” and that Consultant 1 had “every reason to believe” that
Individual A had spoken to Public Official A about the retention of Public Official A’s
associates, and knew Lobbyist 1 had done so. Consultant 1 added that Public Official A’s
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associates “keep their mouth shut, and, you know, so. But, do they do anything for me on
a day to day basis? No.” Consultant 1 explained that these payments were made “to keep
[Public Official A] happy, I think it’s worth it, because you’d hear otherwise.”
e. On or about March 5, 2019, Individual A and ComEd personnel
participated in a meeting during which they discussed Company 1’s contract and why
the indirect payments to Public Official A’s associates made under the guise of that
contract should be continued for another year. During that meeting, Individual A
explained that for decades, Public Official A had named individuals to be ComEd
employees, such as meter readers, as part of an “old-fashioned patronage system.” In
response, a ComEd employee acknowledged that such hires could be a “chip” used by
ComEd. ComEd renewed Company 1’s contract.
f. On or about March 6, 2019, Individual A and Lobbyist 1 discussed
the renewal of Company 1’s contract. During the conversation, Lobbyist 1 explained that
“with the [Consultant 1] stuff, you got a little leg up,” to which Individual A agreed.
Lobbyist 1 later added, “I mean it’s uh, unmentioned, but you know, that which is
understood need not be mentioned.” Individual A responded, “Right. Exactly. Exactly.”
Between in and around 2011 and 2019, indirect payments made to Public Official
A’s associates—who performed little or no work for ComEd—totaled approximately
$1,324,500. These indirect payments were made not only through Company 1, but through
other additional third-party vendors. As with Company 1, these other third-party
vendors entered into contracts with ComEd that noted that the payments made to these
vendors by ComEd were for consulting and related services, when in truth, a substantial
portion of the money paid to these vendors was intended for Public Official A’s associates,
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who did little or no work for ComEd. These payments, like those made indirectly through
Company 1, were intended to influence and reward Public Official A in connection with
the advancement and passage of legislation favorable to ComEd in the Illinois General
Assembly. Prior to ComEd’s discovery of the federal law enforcement investigation,
Public Official A’s and Individual A’s approval was sought by ComEd before payments
to certain of Public Official A’s associates were discontinued, even though these
individuals performed little or no work for ComEd. As with the payments made to Public
Official A’s associates through Company 1, despite that Public Official A’s associates were
subcontracted under and receiving payments through these third party vendors, no such
payments were identifiable in ComEd’s vendor payment system. Certain former ComEd
executives designed these payment arrangements in part to conceal the size of payments
made to Public Official A’s associates, and to assist ComEd in denying responsibility for
oversight of Public Official A’s associates, who performed little or no work for ComEd.
Appointment of Board Member 1 as Member of the Board of

Directors at the Request of Public Official A
Beginning in or around 2017, Public Official A sought the appointment of an
associate to the ComEd Board of Directors (hereinafter referred to as “Board Member
1”). Public Official A’s request was communicated by Individual A to CEO-1. In or around
May 2018, in response to internal company opposition to the appointment of Board
Member 1, CEO-1 asked Individual A if Public Official A would be satisfied if CEO-1
arranged for Board Member 1 to receive a part-time job that paid an equivalent amount
of money to a board member position, namely, $78,000 a year. Individual A told CEO-1
that Public Official A would appreciate if CEO-1 would “keep pressing” for the
A-9
appointment of Board Member 1, and CEO-1 agreed to do so. In or around September
2018, CEO-1 (who by this time had been promoted to an executive position within Exelon
Utilities, in which capacity CEO-1 maintained oversight authority over ComEd) assured
Individual A that CEO-1 was continuing to advocate for the appointment of Board
Member 1 made at Public Official A’s request because “You take good care of me and so
does our friend [Public Official A] and I will do the best that I can to, to take care of you.”
On or about April 25, 2019, CEO-1 advised Individual A by text message, “Just
sent out Board approval to appoint [Board Member 1] to ComEd Board.” The following
day, April 26, 2019, ComEd filed a notice with the United States Securities and Exchange
Commission stating that Board Member 1 had served as a director of ComEd since April
2019. Although ComEd and Exelon conducted due diligence on Board Member 1 and
ultimately determined he was qualified for a Board position, no one at ComEd or Exelon
recruited Board Member 1 to serve as a director, and ComEd did not interview or vet
other outside candidates for the vacant board seat. ComEd appointed Board Member 1,
in part, with the intent to influence and reward Public Official A in connection with Public
Official A’s official duties.
Retention of Law Firm A
contract pursuant to which ComEd agreed to provide Law Firm A with a minimum of
850 hours of attorney work per year. This contract was entered into with Law Firm A, in
part, with the intent to influence and reward Public Official A in connection with Public
Official A’s official duties and because personnel and agents of ComEd understood that
giving this contract to Law Firm A was important to Public Official A. In 2016, Law Firm
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A’s contract was up for renewal. As part of renewal discussions, personnel within ComEd
sought to reduce the hours of legal work they provided to Law Firm A from the 850 hours
specified in the 2011 retention agreement because ComEd paid only for hours worked
and there was not enough appropriate legal work to give to Law Firm A to fill 850 annual
hours.
Thereafter, an attorney associated with Law Firm A [Lawyer A] complained to
Individual A about ComEd’s effort to reduce the amount of work provided to Law Firm
A. On or about January 20, 2016, Individual A contacted CEO-1 and wrote, “I am sure
you know how valuable [Lawyer A] is to our Friend [Public Official A],” and then went
on to write, “I know the drill and so do you. If you do not get involve [sic] and resolve this
issue of 850 hours for his law firm per year then he will go to our Friend [Public Official
A]. Our Friend [Public Official A] will call me and then I will call you. Is this a drill we
must go through?” CEO-1 replied in writing, “Sorry. No one informed me. I am on this.”
Thereafter, CEO-1 tasked a ComEd employee, who was assigned as a “project manager”
to assist with the project of obtaining legislative approval of FEJA, to ensure that Law
Firm A’s contract was renewed. The project manager had no oversight authority over
ComEd’s legal department and was not otherwise involved in deciding what legal
professionals the legal department retained. The project manager was assigned the task
of ensuring Law Firm A’s contract was renewed because the work provided to Law Firm
A was, in part, designed to influence and reward Public Official A in connection with
Public Official A’s official duties, including the promotion and passage of FEJA. ComEd
agreed in or around June 2016 to renew Law Firm A’s contract with substantially
reduced annual hours.
A-11
Internship Program
Beginning no later than 2013, and continuing until in or around 2019, ComEd
operated an internship program. As part of the program, ComEd would accept a specified
target number of students who primarily resided in a Chicago ward that Public Official
A was associated with (“Public Official A’s Ward”) and that were recommended to
ComEd by associates of Public Official A, including Individual A. ComEd hired students
from Public Official A’s Ward, in part, with the intent to influence and reward Public
Official A in connection with Public Official A’s official duties.
Benefit to ComEd
Between in or around 2011 and in or around 2019, during the same time frame that
ComEd was making payments to Public Official A’s associates, and extending other
benefits for the purpose of influencing and rewarding Public Official A, ComEd was also
seeking Public Official A’s support for legislation that was beneficial to ComEd, including
EIMA and FEJA, that would ensure a continued favorable rate structure for ComEd.
ComEd acknowledges that the reasonably foreseeable anticipated benefits to ComEd of
such legislation exceeded $150,000,000.
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ATTACHMENT B
CORPORATE COMPLIANCE PROGRAM
Recognizing the remedial measures undertaken by Commonwealth Edison
Company (“ComEd”) set forth in the Deferred-Prosecution Agreement, ComEd agrees
to continue to conduct, in a manner consistent with all of its obligations under this
Agreement, appropriate reviews of its existing internal controls, policies, and procedures
and to address any deficiencies in its internal controls, compliance code, policies, and
procedures regarding compliance with U.S. law.
Where necessary and appropriate, ComEd agrees to modify its compliance
program, including internal controls, compliance policies, and procedures to ensure that
it maintains an effective system of internal accounting controls designed to ensure the
making and keeping of fair and accurate books, records, and accounts, as well as policies
and procedures designed to effectively detect and deter violations of U.S. law. At a
minimum, this should include, but not be limited to, the following elements to the extent
they are not already part of ComEd’s existing internal controls, compliance code, policies,
and procedures:
High-Level Commitment
1. ComEd will ensure that its directors and senior management provide
strong, explicit, and visible support and commitment to its corporate policy against
violations of U.S. law and its compliance code.
B-1
Policies and Procedures
2. ComEd will develop and promulgate a clearly articulated and visible
corporate policy against violations of U.S. law, which policy shall be memorialized in a
written compliance code.
3. ComEd will develop and promulgate compliance policies and procedures
designed to reduce the prospect of violations of U.S. law and ComEd’s compliance code,
and ComEd will take appropriate measures to encourage and support the observance of
ethics and compliance policies and procedures against violation of U.S. law by personnel
at all levels of ComEd. These policies and procedures shall apply to all directors, officers,
and employees and, where necessary and appropriate, outside parties including
consultants and lobbyists acting on behalf of ComEd. ComEd shall notify all employees
that compliance with the policies and procedures is the duty of individuals at all levels of
the company.
4. ComEd will ensure that it has a system of financial and accounting
procedures, including a system of internal controls, reasonably designed to ensure the
maintenance of fair and accurate books, records, and accounts. This system should be
designed to provide reasonable assurances that transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements, and to maintain
accountability for assets.
Periodic Risk-Based Review
5. ComEd will develop these compliance policies and procedures on the basis
of a periodic risk assessment addressing the individual circumstances of ComEd.
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6. ComEd shall review these policies and procedures no less than annually
and update them as appropriate to ensure their continued effectiveness, taking into
account relevant developments in the field and evolving international and industry
standards.
Proper Oversight and Independence
7. ComEd will assign responsibility to one or more senior corporate
executives of ComEd or Exelon for the implementation and oversight of ComEd’s
compliance code, policies, and procedures. Such corporate official(s) shall have the
authority to report directly to independent monitoring bodies, including internal audit,
ComEd’s and Exelon Corporation’s (“Exelon’s”) Board of Directors, or any appropriate
committee of either Board of Directors, and shall have an adequate level of autonomy
from management as well as sufficient resources and authority to maintain such
autonomy.
Training and Guidance
8. ComEd will implement mechanisms designed to ensure that its
compliance code, policies, and procedures are effectively communicated to all directors,
officers, employees, and, where appropriate, agents and business partners including
consultants and lobbyists. These mechanisms shall include: (a) periodic training for all
directors and officers, all employees in positions of leadership or trust, positions that
require such training (e.g., internal audit, sales, legal, compliance, finance, and
government relations), and, where appropriate, agents and business partners including
consultants and lobbyists; and (b) corresponding certifications by all such directors,
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officers, employees, agents, and business partners certifying compliance with the training
requirements.
9. ComEd will maintain, or where necessary establish, an effective system
for providing guidance and advice to directors, officers, employees, and, where necessary
and appropriate, agents and business partners including consultants and lobbyists, on
complying with ComEd and Exelon’s compliance code, policies, and procedures, including
when they need advice on an urgent basis.
Internal Reporting and Investigation
10. ComEd will maintain, or where necessary establish, an effective system
for internal and, where possible, confidential reporting by, and protection of, directors,
officers, employees, and, where appropriate, agents and business partners including
consultants and lobbyists concerning violations of U.S. law or ComEd’s compliance code,
policies, and procedures.
11. ComEd will maintain, or where necessary establish, an effective and
reliable process with sufficient resources for responding to, investigating, and
documenting allegations of violations of U.S. law or ComEd’s compliance code, policies,
and procedures.
Enforcement and Discipline
12. ComEd will implement mechanisms designed to effectively enforce its
compliance code, policies, and procedures, including appropriately incentivizing
compliance and disciplining violations.
13. ComEd will institute appropriate disciplinary procedures to address,
among other things, violations of U.S. law and ComEd’s compliance code, policies, and
B-4
procedures by ComEd’s directors, officers, and employees. Such procedures should be
applied consistently and fairly, regardless of the position held by, or perceived
importance of, the director, officer, or employee. ComEd shall implement procedures to
ensure that where misconduct is discovered, reasonable steps are taken to remedy the
harm resulting from such misconduct, and to ensure that appropriate steps are taken to
prevent further similar misconduct, including assessing the internal controls, compliance
code, policies, and procedures and making modifications necessary to ensure the overall
compliance program is effective.
Mergers and Acquisitions
14. ComEd will develop and implement policies and procedures for mergers
and acquisitions requiring that ComEd conduct appropriate risk-based due diligence on
potential new business entities.
15. ComEd will ensure that ComEd’s compliance code, policies, and
procedures regarding U.S. law apply as quickly as is practicable to newly acquired
businesses or entities merged with ComEd and will promptly train the directors, officers,
employees, agents, and business partners consistent with Paragraph 8 above on ComEd’s
compliance code, policies, and procedures.
Monitoring and Testing
16. ComEd will conduct periodic reviews and testing of its compliance code,
policies, and procedures designed to evaluate and improve their effectiveness in
preventing and detecting violations of U.S. law and ComEd’s code, policies, and
procedures, taking into account relevant developments in the field and evolving industry
standards.
B-5
ATTACHMENT C
REPORTING REQUIREMENTS
Commonwealth Edison Company (“ComEd”) agrees that it will report to the U.S.
Attorney’s Office for the Northern District of Illinois (the “government”) periodically, at
no less than twelve-month intervals during a three-year term, regarding remediation and
implementation of the compliance program and internal controls, policies, and procedures
described in Attachment B. During this three-year period, ComEd shall: (1) conduct an
initial review and submit an initial report, and (2) conduct and prepare at least two follow-
up reviews and reports, as described below:
a. By no later than one year from the date this Agreement is executed,
ComEd shall submit to the government a written report setting forth a complete
description of its remediation efforts to date, its proposals reasonably designed to
improve its internal controls, policies, and procedures for ensuring compliance with U.S.
law, and the proposed scope of the subsequent reviews. The report shall be transmitted
to:
Chief, Public Corruption and Organized Crime Section

U.S. Attorney’s Office for the Northern District of Illinois
219 South Dearborn Street, Fifth Floor
Chicago, IL 60604
ComEd may extend the time period for issuance of the report with prior written approval
of the government.
b. ComEd shall undertake at least two follow-up reviews and reports,
incorporating the views of the government on its prior reviews and reports, to further
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monitor and assess whether its policies and procedures are reasonably designed to detect
and prevent violations of U.S. law.
c. The first follow-up review and report shall be completed by no later
than one year after the initial report is submitted to the government. The second follow-
up review and report shall be completed and delivered to the government no later than
thirty days before the end of the Term.
d. The reports will likely include proprietary, financial, confidential,
and competitive business information. Moreover, public disclosure of the reports could
discourage cooperation, impede pending or potential government investigations and thus
undermine the objectives of the reporting requirement. For these reasons, among others,
the reports and the contents thereof are intended to remain and shall remain non-public,
except as otherwise agreed to by the parties in writing, or except to the extent that the
government determines in its sole discretion that disclosure would be in furtherance of
the government’s discharge of its duties and responsibilities or is otherwise required by
law.
e. ComEd may extend the time period for submission of any of the
follow-up reports with prior written approval of the government.
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EXHIBIT E
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F!LED
NOV 18 2020o
THOMAS G. BRUTON
UNITED STATES DISTRICT COURT CLERK, U.S. DISTRICT COURT
EASTERN DIVISION
UNITEDSTATESoFAMERICA ,) No. l
p^0CR 8L2
v.)
) Violations: fitle 18, United States
MICHAEL McCLAIN, ) Code, Sections 371,666(aX2), and
ANNE PRAMAGGIORE, ) 2; and Title 15, United States
JOHN HOOKER, and ) Code, Sections 78m(bX5) and
JAY DOHERTY ) 78ff(a)
JUDGE LHNffiltil[BER
COUNT ONE MAGISTRAIE JUDGE VALDEZ
The SPECIAL JANUARY 2019 GRAND JURY charges:
1. At times material to this indictment:
Commonwealth Edison Company and Affrliates
a. Commonwealth Edison Company ("ComEd"), with headquarters
Iocated in Chicago, delivered electricity to industrial, commercial and residential

customers across northern Illinois and was the Iargest utility company in the State.
b. As a utility, ComEd was subject to extensive regulation by the State
of Illinois. The State of Illinois regulated the rates that ComEd could charge its
customers, as weli as the rate of return ComEd could realize from its business operations.
c. ComEd maintained a summer internship program (the "ComEd
Internship Program") that provided paid internship positions to students. Based on
their performance during the internship, participating students could be considered for
subsequent summer internship positions or fuIl-time jobs within ComEd.

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d. ComEd was a majority-owned indirect subsidiary of Exelon
Corporation ("Exelon"), a utility services holding company that provided energy to
customers in multiple states. ComEd and Exelon had a class of securities registered
pursuant to Section 12 of the Securities and Exchange Act of 1934 (15 U.S.C. 5 78a et seq.)
and were required to file reports with the Securities and Exchange Commission under
Section 15(d) of the Exchange Act. ComEd and Exelon were therefore each an "issue/'
under the Foreign Corrupt Practices Act of 1977 (the "FCPA").
e. Exelon Business Services Company, LLC ("Exelon Business
Services") was a limited liability company organized under the iaws of the State of
Delaware. Exelon was the sole member of Exelon Business Services. Exelon
Business Services provided support functions for companies affiliated with Exelon such
as ComEd, including but not limited to contracting, accounting, and vendor payment
functions.
ComEd and Exelon's Internal Controls Program
f. Pursuant to the FCPA, issuers, such as ComEd and Exelon, were
required to maintain a system of internal accounting controls sufficient to provide
reasonable assurances that: (i) transactions were executed in aecordance with

management's general or specific authorization; (ii) transactions were recorded as
necessary to (A) permit preparation of financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such statements, and
(B) maintain accountability for assets; (iii) access to assets was perrnitted only in
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accordance with management's general or specifrc atthorrzation; and (iv) the recorded
accountability for assets was compared with the existing assets at reasonable intervals,
and appropriate action was taken with respect to any differences. The FCPA
prohibited anyperson from knowingly and wilIfully circumventing orfailingto implement
the required system of internal accounting controls or knowingly and willfully falsiSring
any book, record, or account that issuers were required to keep.
g. Exelon, together with ComEd and Exelon Business Services,
maintained a system of internai controls to detect and prevent improper payments,
including bribe payments. These controls included various policies, programs and
procedures designed to ensure that Exelon's books and records, and those of their
majority-owned subsidiaries including ComEd and Exelon Business Services, accurately
reflected transactions engaged in by the company. The controls were also designed to
detect unlawful payments, and included requiring multiple employees to be involved in
the approval of contracts that exceeded specified amounts and auditing to help ensure
accurate reporting of payments. Exelon maintained a corporate anti-bribery policy and
implemented a Code of Business Conduct, which governed the conduct of Exelon,
ComEd, and Exelon Business Services employees and agents, inciuding third-party
consultants.
h. From in or around 2006 through in or around 20l5,,the Code of
Business Conduct provided that "[m]anagement is accountable for establishing and
maintaining a system of internal controls within an organization," that management was

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required to "ensure that there is clear, complete, fair, and accurate reporting of financial
and non-financial information pertaining to business transactions," and that management
was accountable to the Exelon board of directors for compliance. The Code of Business
Conduct further specified that employees were accountable for "recording all business
transactions, events and conditions accurately and completely," and were prohibited from
"falsifiring data, information or records with respect to the Company's flnances or
operations, including those related to, among other things: assets, liabilities, revenues,
expenses and earnings . . . ." and from "creating off-book accounts or funds or making any
other entry in any other record that intentionally misrepresents, conceals or disguises
the true nature of any transaction, event or condition . . . ." Senior offlcers of Exelon
were also required to ensure that internal controls around financial reporting were
properly designed and effective, and were further required to promptly report any
vioiations of these requirements. The Code of Business Conduct further provided that
the "FCPA also requires that publicly held companies, like Exelon, maintain accurate
books, records and accounts and devise a system ofinternai accounting controls sufficient
to provide reasonable assurance that, among other things, the Company's books and
records fairly and accurately reflect business activities and transactions."
i. In or around 2015, the Code of Business Conduct was revised, and
from in or around 2015 to in or around 2019 provided that "[b]usiness and financial records
are essential to our business operations. Exelon relies on the integrity and accuracy of
these records to make strategic decisions and has designed and implemented a series of
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internal controls-organizational structures, processes, procedures, systems, etc.-to
effectively manage financial reporting." The Code of Business Conduct further
instructed employees to: "[n]ever keep off-the-book accounts or false or incomplete
records"; "[n]ever make an entry in any record that intentionally misrepresents, conceals
or disguises the true nature ofany transaction, event or condition"; "[r]ecord all business
transactions, events and conditions accurately, completely and in a timely fashion";
"[e]nsure that there is clear, complete fair and accurate reporting and supporting records
of financial information pertaining to business transactions"; "[n]ever mislead or
misinform anyone about our business operations or frnances"; "fi]mmediately report any
requests received to manipulate accounts, books and records, or financial reports, and
any suspected misconduct regarding accounting, internal controls, or auditing matters to
the Ethics and Compliance Office, Audit and Controls, or the Legal Department." The
Code of Business Conduct further emphasized under the heading "Fighting Bribery and
Corruption" that bribes and kickbacks of any kind violated the Code of Business Conduct
and were illegal, and that the FCPA "[r]equires that publicly held companies, Iike Exelon,
have accounting controls to assure that all transactions are recorded fairly and accurately
in our financial books and records." The Code of Business Conduct provided the
following examples of what was expected of employees and agents: (a) "[k]eep accurate
and complete records so ali payments are honestly detailed and company funds are not
used for unlawful purposes"; (b) "[c]onduct due diligence on all potential agents,
consultants or other business partners"; and (c) "[n]ever use a third party to make
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payments or offers that could be improper." Exelon's Code of Business Conduct also
prohibited bribery and listed as an example of a prohibited bribe: "Providing something
of value for the benefit of a public official in a position to make a decision that could benefit
the company."
j. Exelon, together with ComEd and Exeion Business Services,
provided training on the Code of Business Conduct to employees in the form of training
guides.
k. Employees of Exelon and its subsidiaries, including ComEd and
Exelon Business Services, were required to annually certify adherence to Exelon's Code
of Business Conduct. Employees were also required to promptly report potential
violations of the Code of Business Conduct, including but not limited to "[a]ccounting
improprieties, internal accounting controls or auditing matters."
The Illinois General Assembly and

Legislation Affecting ComEd's Business
l. The State of Illinois annually received in excess of $10,000 in federal
benefits in each calendar year from 2011 through 2019.
m. The legislative branch of government for the State of Illinois was
commonly known as the Iltinois General Assembiy. The Illinois General Assembly was
composed of two houses: The House of Representatives and the Senate.

' ,. The Illinois General Assembly routinely considered bitis and passed
Iegislation that had an impact on ComEd's operations and profitability, including

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Iegislation that affected the regulatory process used to determine the rates ComEd eould
charge customers for the delivery of electricity.
o. In 2011, the General Assembly passed the Energy Infrastructure
and Modernization Act ("EIMA"). EIMA provided for a regulatory process through
which ComEd was able to more retiably determine rates it could charge customers and,
in turn, determine how much money it was able to generate from its operations to cover,
among other things, costs for grid-infrastructure improvements. The passage of EIMA
therefore helped improve ComEd's financial stabiiity.
p. Following the passage of EIMA, the Illinois Commerce Commission
("ICC") interpreted the language of EIMA in a manner adverse to ComEd. In 2013, the
General Assembly passed legislation, known as Senate Bill 9, that effectively overruled
the ICC's adverse interpretation of EIMA.
q. On or about December 1, 2016, the General Assembly passed the
Future Energy Jobs Act ("FEJA"), which provided for a renewal of the regulatory
process that was beneficial to ComEd. After the passage of FEJA, ComEd maintained
a continuing interest in advancing legislation in the General Assembly favorable to its
interests, and opposing legisiation that was not consistent with its operational and
financial success.
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The Thirteenth'Ward Democratic Organization
r. The City of Chicago was divided into fifty wards. Flach ward
publicly elected an individual, known as an Alderman, to represent the ward on the
Chieago City Council.
s. Each ward also publicly elected individuals for each respective
political party that were each known as a "Committeeman" or "Committeeperson." A
Committeeman had varying roles in each ward, that could include such tasks and duties
as addressing day-to-day grievances presented by ward residents; having a role in
endorsing candidates for office and deciding the composition of the "slate" of candidates
for their political party for office within Cook County; and having a role in deciding who
would be appointed to fiti any vacancies that arose with respect to certain public offices.
t. The Thirteenth Ward DemocraticOrganization was a political party
committee that maintained an offlce within Chicago's Thirteenth Ward at 6500 South
Pulaski Road, Chicago, Iliinois (the "Thirteenth Ward Office"). The purpose of the
Thirteenth Ward DemocraticOrganization was to, among other things, cultivate support
for political candidates and public officials who ran for and heid public office through a
variety of means, which included door-to-door campaigning by political workers,
including those known as "precinct captains," who were associated with the Thirteenth
Ward Democratic Organization.

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Defendants and Relevant Individuals
u. Public Official A was the Speaker of the House of Representatives
and an elected member of that body. As Speaker of the House of Representatives,
Public Offrcial A was able to exercise control over what measures were called for a vote
in the House of Representatives. Public Official A also exercised substantial influence
over fellow lawmakers concerning legislation, including legislation affecting ComEd.
Public Official A was elected from a House district that was largely made up of two
Chicago wards: the Thirteenth Ward and the Twenty-Third Ward. Public Official A was
also Democratic Committeeman for the Thirteenth Ward and Chairman of the Thirteenth
v. Defendant MICHAEL McCLAIN served with Public Official A in
the House of Representatives for approximately ten years beginning in 1972. After
McCLAIN's service in the House of Representatives, McCLAIN served as a lobbyist
and/or consultant for ComEd until in or around 2079. McCLAIN was an attorney who
was registered to practice law from between in or around 1977 to in or around 2016.
w. Defendant ANNE PRAMAGGIORE was the chief executive officer
of ComEd between in or around March 2012 and May 2018. From on or about June 1,
2018 to on or about October 1.5,20L9, PRAMAGGIORE served as a senior executive at
an affiliate of Exelon, and had oversight authority over ComEd's operations.
PRAMAGGIORE was an attorney who was registered to practice law from between in
or around 1989 to in or around 2019. Each year between in or around 2012 and in or
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around 20L6,PRAMAGGIORE received annual ethics training, including training on the
duty to maintain accurate books and records. Each year between in or around 2010 and
in or around 2018, PRAMAGGIORE certified her understanding of the'Code of Business
Conduct.
. x. Defendant JOHN HOOKER served as ComEd's executive vice
president of legisiative and external affairs from in or aro-und 2009 until his retirement in
or around 201.2. From in or around20tZ to in or around 2019, HOOKER served as an
external lobbyist for ComEd. Exelon required HOOKER to eerti$r his understanding
of the Code of Business Conduct. Between in or around 2010 and in or around 2011,
HOOKER certified his understanding of the Code of Business Conduct.
y. Fidel Marquez served as ComEd's senior vice president of external
and governmental affairs from in or around March 2012 until in or around September
20L9. Each year between in or around 2012 and in or around 2016, Marquez received
annual ethics training, including training on the duty to maintain accurate books and
records. Each year between in or around 2010 to in or around 2018, Marquez certified
his understanding of the Code of Business Conduct.
z. Defendant JAY DOHERTY was the owner of Jay D. Doherty &
Associates ("JDDA"), which performed consulting services for ComEd beginning prior
to in or around 2011 and continuing until in or around 2019.
l0
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aa. Individual lSW-1 was the Alderman for the Thirteenth Ward from
in or around 1994 until on or about Aprii 30,2011, and was the Treasurer of the Thirteenth
bb. Individual 13W-2 was associated with the Thirteenth Ward
Democratic Organization and was a precinct captain within the Thirteenth Ward.
cc. Individual 13W-3 was associated with the Thirteenth Ward
DemocraticOrganization and was a precinct captain within the Thirteenth Ward.
dd. Individual 23W-1 was the Alderman for the Twenty-Third Ward
until on or about May 31, 2018.
ee. Individual BM-1 was a resident of Elmwood Park, Illinois, who
sought a position on ComEd's board of directors.
2. Beginning no later than in or around 2011, dnd continuing through in or
around 201,9, in the Northern District of Illinois, Eastern Division, and elsewhere,
MICHAEL MCCLAIN,
ANNE PRAMAGGIORE,
JOHN HOOKER, and
JAY DOHERTY,
defendants herein, did conspire with each other, Fidel Marquez, and others known and
unknown to the Grand Jury:
a. to corruptly solicit and demand, and to accept and agree to accept
from another person things of value, namely, jobs, contracts, and monetary payments
associated with those jobs and contracts, for the benefit of Public Official A and his
associates, intending that Public Offlcial A, an agent of the State of Illinois, be influenced
11
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and rewarded in connection with any business, transaction, and series of transactions of
the State of Illinois involving things of value of $5,000 or more, namely, legislation
affecting ComEd and its business, in violation of Title 18, United States Code, Section
666(aX1)(B);
b. . to corruptly give, offer, and agree to give things of valu6, nameiy,
jobs, contracts, and monetary pa;rments associated with those jobs and contracts, for the
benefit of Public Offlcia] A and his associates, with intent to influence and reward Public
Official A, as an agent of the State of Illinois, in connection with any business, transaction,
and series of transactions of the State of Illinois involving things of value of $5,000 or
more, namely, legislation affecting ComEd and its business, in violation of Title 18, United
States Code, Section 666(a)(2); and
c. knowingly and willfully to circumvent a system of internal
accounting controls and to falsify any book, record, and account of Exelon and ComEd, in
violation of Title 15, United States Code, Sections 78m(bX5) and 78ff(a).
3. It was part of the consplvacy that, for the purpose of influeneing and
rewarding Pubiic Official A in connection with his offrcial duties as Speaker of the Illinois
House of Representatives, and to assist ComEd with respect to the passage of legislation
favorable to ComEd and its business and the defeat of legislation unfavorabie to ComEd
and its business, the conspirators (i) anranged for various associates of Public Official A,
including Public Official A's political allies and individuals who performed political work
for Public Official A, to obtain jobs, contracts, and monetary payments associated with
t2
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those jobs and contracts from ComEd and its affiliates, even in instances where such
associates performed little or no work that they were purportedly hired to perform for
ComEd; and (ii) created and caused the creation of false contracts, invoices and other
books and records to disguise the true nature of certain of the payments and to
circumvent internal controls.
Hiring of Publie Official A's Associates as Vendor "Subeontraetors"

Who Performed Little or No Work for ComEd
4. It was further part of the conspirucy that Public Official A and McCLAIN
sought to obtain fuom ComEd jobs, vendor contracts and subcontracts, as well as
monetary payments for various associates of Public Official A, including Public Official
A's political allies and individuals who performed political work for Public Official A, such
as ward precinct captains who worked within Public Offieial A's district.
5. It was further part of the conspiracy that ComEd, together with senior
executives and agents of the company, including but not limited to McCLAIN,
PRAMAGGIORE, HOOKER, and Fidel Marquez, cornrptly arranged for jobs, vendor
contracts and subcontracts, as well as monetary payments to be provided to various
associates of Public Official A.
6. It was further part of the conspiracy that, at certain times, in order to
conceal the nature and source of the payments and to prevent detection of the iliegal
activity, these jobs, vendor subcontracts, and monetary payments were indirectly
provided to Public Offieial A's associates through third-party intermediaries.
13
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7. It was further part of the conspiracy that certain recipients of these jobs,
vendor contracts and subcontracts, as well as monetary payments, often did little or no
work in return for such benefits.
8. It was further part of the conspiracy that the conspirators caused third-
party intermediaries to enter into false contracts, to submit false invoices for payment,
and further caused the creation and retention of other false documents and records within
Exelon, ComEd and Exelon Business Services that made it falsely appear that payments
intended forthird-partyintermediaries were solely forlegitimate services to be rendered
or actually rendered by the third-party intermediaries, when in fact, the contracts,
invoices and internal documentation were intended to disguise the fact that a substantial
amount of the payments to the third-party intermediaries was intended for Public Officiai
A's associates, who performed little or no work for ComEd.
9. It was further part of the conspiracy that, at times, Public Official A's
associates who were recipients of vendor subcontracts and monetary payments
submitted invoices to third-party intermediaries, purporting to document services for the
benefit of ComEd, concealing the fact that little or no work was performed by them for
the benefit of ComEd, in order to ensure the continuation of such pa;rments.
Retention of Law Firm A
10. It was further part of the conspiracy that the conspirators caused ComEd
to retain Law Firm A, for the purpose of influencing and rewarding Publie Official A in
connection with Public Offieial A's official duties.
1.4
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11. It was furbher part of the conspiracy that, in or around 2011, McCLAIN and
HOOKER, who were not members of ComEd's legal department, advised a member of
ComEd's legal department that it was important to retain Law Firm A. Thereafter,
Law Firm A was retained by ComEd pursuant to a contract that provided Law Firm A
would be provided with approximately 850 hours of work ayear.
12. It was further part of the conspiracy that, in or around 2014,

PRAMMAGGIORE instructed a member of ComEd's legal department that Law Firm
A's contract had to be renewed and that McCLAIN had to be dealt with in connection
with the renewal of the contract.
13. It was further part of the conspiracy that, in or around 2016, aft,erpersonnel
within ComEd sought to reduce the number of hours of legal work provided to Law Firm
A because there was not enough appropriate legal work to provide to Law Firm A,
McCLAIN interceded with PRAMAGGIORE, in order to cause Law Firm A's contract
to be renewed on terms acceptable to Law Firm A.
74. It was further part of the conspiracy that, in or around 2016, a ComEd
employee, who was assigned as a project manager by PRAMAGGIORE to assist with
the project of obtaining legislative approval of FEJA-and who had no oversight
authority over ComEd's legal department-began to monitor the renewal of Law Firm
A's contract in order to help ensure that Law Firm A's contract was renewed.
15. It was further part of the conspiracy that, in or around 2016, the
conspirators caused ComEd to enter into a new contract with Law Firm A, with the
15
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intent to influence and reward Public Official A in connection with Public Official A's
official duties, including the promotion and passage of legislation that affected ComEd.
Thirteenth Ward Interns
16. Itwas furtherpart ofthe conspiracythat, forthe purpose ofinfluencingand
rewarding Public Official A, the conspirators caused positions in the ComEd Internship
Program to be set aside for individuals associated with the Thirteenth Ward who were
identified by McCLAIN.
17. It was further part of the conspiracy that potential Thirteenth Ward
interas identified by McCLAIN did not need to compete against the general intern
applicant pool, and instead, received more favorable treatment when it came to assessing
their qualifications for a position within the ComEd Internship Program.
18. It was further part of the conspiracy that Marquez would contact other
employees within ComEd for the pwpose of stressing the need to hire interns who were
referred by McCLAIN, and ensuring that Thirteenth Ward interns received favorable
treatment during the hiring process.
19. It was further part of the conspiracy that ComEd's minimum academic
requirements for intern candidates, such as a minimum required grade point average,
were waived at times for certain Thirteenth Ward intern candidates who did not meet
those requirements.
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Apoointment to ComEd Board
20. It was further part of the conspiracy that, by no later than in or around
November 2017, Public Official A and McCLAIN sought the appointment of Individual
BM-1 to the ComEd board of directors, and PRAMAGGIORE agreed to seek the
appointment of Individual BM-1with the intent to influence and reward Public Offrcial A
in connection with Public Official A's official duties.
2I. It was further parl of the conspiracy that between in or around 2017 and in
or around 2019, PRAMAGGIORE took steps to cause ComEd to appoint Individuai BM-
1 to the board of directors, including urglng other ComEd executives to agree to and
arrange for Individual BM-l's appointment.
22. It was further part of the consprracy that, in or around April 2019,
Individual BM-1was appointed to the ComEd board of directors.
Hiring of Other Individuals
23. It was further part of the conspiracy that McCLAIN regularly made
requests on Public Official A's behalf to PRAMAGGIORE, Marquez, and other personnel
within ComEd to hire individuals associated with Public Official A as full-time employees,
consultants, and contraetors.
24. It was further part of the conspiracy that, for the purpose of influencing and
rewarding Public Officiai A, the conspirators secured and attempted to secure jobs and
contracts for these individuals as requested by McCLAIN.
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Concealment
25. It was further part of the conspiracy that, in order to conceal the unlawful
benefits tendered for the purpose of influencing and rewarding Public Offlcial A, the
conspirators concealed multiple violations of Exelon's Code of Business Conduct,

including violations of: (i) the requirement to keep accurate and complete records of all
payments made by ComEd, Exelon and Exelon Business Services; (ii) the prohibition on
never using a third party to make pa;rments or offers that could be improper; and (iii) the
prohibition on "providing something of value for the benefit of a public official in a position
to make a decision that could benefit the company."
26. It was further part of the conspiracy that, in order to conceal the nature and
purpose of their conduct, conspirators often referred to Public Offlcial A as "our Friend,"
or "a Friend of ours," rather than using Public Official A's true name.
27. It was further part of the conspiracy that the defendants and their co-
conspirators misrepresented, concealed and hid, and caused to be misrepresented,
concealed and hidden, and attempted to misrepresent, conceal and hide acts done in
furtherance ofthe conspiracy and the purpose ofthose acts.
Overt Acts
28. In furtherance of the conspiracy and to effect its objects and purposes, the
defendants and their co-conspirators committed and caused to be committed the
following overt acts, among others, within the Northern District of Illinois and elsewhere:
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a. On or about each date set forth below, defendants caused payments
to be made to JDDA in the approximate amount set forth below, with a substantial
portion of each payment intended for associates of Public Offrciai A:
Overt Aet Date Amount
a-1 0u27120t4 $31,000
a-2 0310312074 $31,000
a-3 0313112014 $43,000
a-4 0412812014 $37,ooo
a-5 0513012014 $37,000
a-6 07103120t4 $37,000
a-7 0712812014 $37,000
a-8 0812912014 $37,000
a-9 09129120L4 $37,000
a-10 1013012014 $37,ooo
a-11 tzl0y20L4 $37,000
a-12 L2129120L4 $37,ooo
a-13 0U29120L5 $37,000
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a-14 03102120t5 $37,000
a-15 03130120t5 $37,000
a-t6 0412712015 $37,000
a-17 0610L120L5 $37,ooo
a-18 0612912015 $37,ooo
a-19 08ltu20t5 $37,000
a-20 08/31/2015 $37,000
a-21 0912812015 $37,000
a-22 10129120L5 $37,000
a-23 tU30t20t5 $37,000
a-24 t2128120t5 $37,000
a-25 0u2912016 $37,000
a-26 02129120t6 $37,000
a-27 0313U20t6 $37,000
a-28 04128120t6 $37,000
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Overt Act Date Amount
a-29 0513112016 $37,ooo
a-30 0612712016 $37,000
a-31 0810U2076 $37,000
a-32 0812912016 $37,ooo
a-33 09129120t6 $37,000
a-34 L013y2016 $37,000
a-35 rU2812076 $37,000
a-36 0310212017 $69,500
a-37 0aBl20t7 $65,000
a-38 05130120L7 $32,500
a-39 0610u20t7 $32,500
a-40 0612912077 $32,500
a-4L 07l3u20tt $32,500
a-42 09lLU20t7 $32,500
a-43 0912912077 $32,500

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a-M r013012017 $32,500
a-45 ru27lznfi $32,500
a-46 0Ur6l20t8 $32,500
a-47 04103120t8 $65,ooo
a-48 041t6120L8 $32,500
a-49 04t30t20L8 $32,500
a-50 0512912018 $32,500
a-51 06129/2078 $32,500
a-52 0713012018 $37,500
a-53 0812712018 $37,500
a-54 t0l0V20t8 $42,500
a-55 r0t29t2018 $37,500
a-56 7U30120L8 $37,500
a-57 L2l3Ll20t8 $3,750
a-58 0Lt04t2019 $33,750
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a-59 04/01120L9 $112,500
a-60 0410912019 $37,500
a-61 05103120L9 $37,500
b. On or about each date set forth below, defendant DOHERTY caused
a check to be made to Individual 13W-1 in the approximate amount set forth below, for
payments totaling approximately $256,000:
b-1 t2/30/2013 $4,000
b-2 0r13112014 $4,000
b-3 02128120t4 $4,000
b-4 0313y20t4 $4,000
b-5 0430/2014 $4,000
b-6 05130120L4 $4,000
b-7 06130120t4 $4,ooo
b-8 07/3y20t4 $4,ooo
OD
h.)
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b-9 0813y2074 $4,000
b-10 09t30t20L4 $4,ooo
b-11 t013112014 $4,000
b-12 r1130120L4 $4,000
b-13 12131.12074 $4,ooo
b-14 }UgU20t5 $4,000
b-15 0212812015 $4,000
b-16 0313u2015 $4,000
b-t7 04130120t5 $4,ooo
b-18 0513U2015 $4,000
b-19 0613012015 $4,000
b-20 0713u20r5 $4,000
b-27 0813u2015 $4,ooo
b-22 0913012015 $4,000
b-23 t0l3ll20t5 $4,000

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b-24 L713012015 $4,000
b-25 t2131120t5 $4,000
b-26 0U31120L6 $4,000
b-27 0212912016 $4,000
b-28 0313L120t6 $4,000
b-29 0413012016 $4,ooo
b-30 0513112016 $4,000
b-31 0613012016 $4,000
b-32 07/3u2076 $4,000
b-33 08/31/2016 $4,000
b-34 0913012016 $4,000
b-35 1013112016 $4,ooo
b-36 Lu30l2016 $4,000
b-37 03103120t7 $4,000
b-38 0310312017 $4,ooo

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b-39 0313112017 $4,000
b-40 0410512017 $4,000
b-41 06105120L7 $4,000
b-42 0610812077 $4,000
b-43 07106120]-7 $4,ooo
b-44 0713u2017 $4,000
b-45 0917512017 $4,000
b-46 r0106120t7 $4,ooo
b-47 tU06t2077 $4,000
b-48 12t07t2017 $4,ooo
b-49 0U23120t8 $4,000
b-50 041t012018 $4,000
b-51 04110120t8 $4,000
b-52 04124120t8 $4,000
b-53 0510712018 $4,ooo

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b-54 06/05120t8 $4,000
b-55 07t09t2018 $4,000
b-56 07137120t8 $4,ooo
b-57 0910512018 $4,000
b-58 r0t05t20t8 $4,000
b-59 Lu0612018 $4,ooo
b-60 L2lL0l20l8 $4,000
b-61 07170120t9 $4,000
b-62 0408120t9 $4,000
b-63 04118120t9 $4,000
b-64 04t26t20r9 $4,000
c. On or about each date set forth below, defendant DOHERTY caused
a check to be made to Individual 13W-2's company in the approximate amount set forth
below, for payments totaling approximately $325,000:
gt7
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c-1 L218012013 $5,000
c-2 0U3u2014 $5,ooo
c-3 0212812014 $5,ooo
c-4 0313u20t4 $5,ooo
c-5 043012014 $5,000
c-6 0513012014 $5,000
c-7 06130120t4 $5,ooo
c-8 0713U2014 $5,000
c-9 0813L12014 $5,000
c-10 0913012014 $5,000
c-11 L0l3u20t4 $5,000
c-12 1713012014 $5,ooo
c-13 t2l3Ll20t4 $5,ooo
c-'1,4 0713]./2015 $5,000
c-15 0212712015 $5,ooo

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c-16 0313L12015 $5,000
c-17 0413012015 $5,000
c-18 051}il2015 $5,000
c-19 0613012015 $5,ooo
c-20 0713u20t5 $5,000
c-27 0813u2015 $5,000
c-22 0913012015 $5,ooo
c-23 L0l3u20t5 $5,ooo
c-24 til30120t5 $5,000
c-25 L2l3y2015 $5,000
c-26 0u3y2016 $5,000
c-27 0212912016 $5,000
e-28 0313y20t6 $5,000
c-29 0413012016 $5,000
c-30 05131120t6 $5,ooo

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c-31 0613012016 $5,ooo
c-32 0713U2016 $5,000
c-33 0813U2016 $5,ooo
c-34 09130120t6 $5,ooo
c-35 t013t12016 $5,ooo
c-36 7il30120t6 $5,000
c-37 03103120fi $5,ooo
c-38 03103120t7 $5,ooo
c-39 0313u2077 $5,000
c-40 0410512077 $5,000
c-47 06105120t7 $5,000
c-42 0610812077 $5,ooo
c-43 0710612077 $5,ooo
c-44 0713U2017 $5,ooo
c-45 0911512017 $5,000

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c-46 1010612017 $5,ooo
c-47 Lu06120L7 $5,000
c-48 12107120L7 $5,000
c-49 0712312018 $5,000
c-50 0411012018 $5,000
c-51 041r0120t8 $5,000
c-52 0a24n0t8 $5,000
c-53 05t07t2018 $5,ooo
c-54 06105120t8 $5,ooo
c-55 0710912018 $5,000
c-56 0713u20r8 $5,ooo
c-57 09105120t8 $5,000
c-58 t0/0512018 $5,000
c-59 ru06l20t8 $5,ooo
c-60 t2lr0l20t8 $5,ooo
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c-61 0Ur012019 $5,ooo
c-62 0408120L9 $5,000
c-63 04t18t2019 $5,ooo
c-64 04t26t20t9 $5,000
c-65 05106120t9 $5,ooo
d. On or about each date set fodh below, defendant DOHERTY caused
a check to be made to Individual 13W-3 in the approximate amount set forth below, for
payments totaling approximately $144,000:
d-1 0313u20t4 $4,500
d-2 04t30t20L4 $4,500
d-3 05t30t20t4 $4,500
d-4 061301201.4 $4,500
d-5 0713012014 $4,500
d-6 0813L120t4 $4,500
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d-7 09130120L4 $4,500
d-8 t0l}Ll20t4 $4,500
d-9 11t30t20L4 $4,500
d-10 12131120t4 $4,500
d-11 0L13712015 $4,500
d-12 02127120t5 $4,500
d-13 03t37t20L5 $4,500
d-14 04t30t20t5 $4,500
d-15 0513u20t5 $4,500
d-16 0613012015 $4,500
d-17 0713u20r5 $4,500
d-18 0813u2015 $4,500
d-19 0913012015 $4,500
d-20 r0l3Ll20L5 $4,500
d-21 17130120t5 $4,500

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d-22 t2131120L5 $4,500
d-23 0Lllu20L6 $4,500
d-24 02129120t6 $4,500
d-25 0313u20r6 $4,500
d-26 04130120L6 $4,500
d-27 0513112016 $4,500
d-28 0613012016 $4,500
d-29 07t3y20t6 $4,500
d-30 08/31/2016 $4,500
d-31 09130120t6 $4,500
d-32 t0l}Ll20t6 $4,500
e. On or about February 25,2075,McCLAIN sent an email to Marquez,
in which he wrote, "Our Friend's ward? Summer interns? 10 jobs or 12 or what is the
ceiling? Best, Mike."
f. On or about April 2,2075, in response to an email asking whether
there was pressure to hire a prospective intern associated with the Thirteenth Ward, or
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whether the intern could simply be "fairly considered" for the ComEd Internship
Program, Marquez wrote an email that said, "There is pressure to hire Hope she
interviews well."
g. On or about April 29, 2015, Marqaez forwarded an email to
MeCLAIN, advising that a candidate McCLAIN had referred to ComEd for the ComEd
Internship Program had been hired.
h. On or about January 20, 2076, McCLAIN wrote an email to
PRAMAGGIORE and HOOKER that said the following: "I am sure you know how
valuable [Lawyer A] is to our Friend," and then went on to write, "I know the drill and
so do you. If you do not get involve [sic] and resolve this issue of 850 hours for his law
firm per year then he wilI go to our Friend. Our Friend will cail me and then I will call
you. Is this a drill we must go through? For me, Hook and I am sure you I just do not
understand why we have to spend valuable minutes on items like this when we know it
will provoke a reaction from our Friend."
i. On or about January 20,2016, PRAMAGGIORE wrote an email to
McCLAIN, in response to the email referenced in paragraph 28(h) and responded,
"Sorry. No one informed me. I am on this."

j. On or about January 20, 2016, PRAMAGGIORE forwarded the
email referenced in paragraph 28(h) to Marquez.
k. On or about January 20,2016, PRAMAGGIORE forwarded the
email referenced in paragraph 28(h) to an employee in ComEd's legal department.
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1. On or about February 25, 2016, McCLAIN wrote an emaii to
Marquez, in which McCLAIN advised that "the 13th Ward may not want these people in
their column," in reference to ComEd counting interns that returned to the ComEd
Internship Program against the number of spaces allotted to individuals from the
Thirteenth Ward.
m. On or about April 15,2016, McCLAIN wrote an email to ComEd's
project manager for FEJA with the subject heading, "[Lawyer A] law firm?!"
n. On or about May 22,2016, the project manager for FEJA wrote an
email to a member of ComEd's legal department that asked, in reference to Law Firm A,
"Are we closed out on this topic?"
o. On or about May 24,2016, McCLAIN wrote an email to a member of
ComEd's legal department, HOOKER, and the project manager for FEJA, in which
MeCLAIN proposed terms for the renewal of Law Firm A's contract with ComEd.
p. On or about December 2, 20L6, McCLAIN wrote an email to a
member of ComEd's legal department, in which McCLAIN followed up on a prior email
concerning Law Firm A, and asked "After you catch a couple of good nights [sic] sleep
can we put this item to bed?"
q. On or about December 3,2016, PRAMAGGIORE sent an email to
McCLAIN in which she assured McCLAIN that she would resolve outstanding issues
relating to Law Firm A's contract, by noting, "Fidel uri , are meeting on Monday to
make our list. This will be on it."
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In or aroundJarutary 2017, in connection with the renewal of JDDA's
contract, PRAMAGGIORE signed a false and misleading document, known as a "Single
Source Justification," in support of the renewal of JDDA's contract and caused it to be
submitted to Exelon Business Services. This Single Source Justification form made it
falsely appear that the large amount of money to be paid to JDDA under the contract was
on account of, among other things, JDDA's "unique insight & perspective to promote
ComEd and its business matters to further develop, execute and manage its Government
Relations presence" and did not indicate that a substantial amount of the fees that would
be paid to JDDA was intended for third parties in an effort to influence and reward Public
Official A.
s. On or about April 2, 2017, McCLAIN sent an email to Marquez,
PRAMAGGIORE, and HOOKER, inquiring about the participation of individuals
associated with the Thirteenth Ward in the ComEd Internship Program, and noted, "I
strongly recommend this item as we go through this transition period. My goai is that
both parties are happy and not frustrated a seeond. I hope you agree."
t. On or about November 17,2017, PRAMAGGIORE sent an email to
a member of ComEd's legal department, forwarding an email that had been sent at the
request of Public Offrcial A, containing a copy of the resume for Individual BM-l.
u. On or about January 5, 2018, Marquez sent an email approving the
renewal of JDDA's contract for 2018.
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v. On or about January 8, 2018, in connection with the renewal of
JDDA's contract, PRAMAGGIORE signed a false and misleading document, known as a
"single Source Justification," in support of the renewal of JDDA's contract and caused it
to be submitted to Exelon Business Services. This Single Source Justification form
made it falsely appear that the large amount of money to be paid to JDDA under the
contract was on account of, among other things, "Consultant has specific knowledge that
cannot be sourced from another consultant/supplier." The form did not indicate that a
substantiai amount of the fees that would be paid to JDDA was intended for third parties
in an effort to influence and reward Public Official A.
w. On or about February 9,?DL8,McCLAIN sent an email to Marquez's
assistant, in which McCLAIN wrote that it was his understanding that the Thirteenth
Ward would be provided ten positions in the ComEd Internship Program: "[F]or as long
as I can remember it has been ten interns??"
x. On or about February L2,2018, Marquez caused an email to be sent
by his assistant to McCLAIN, in which the assistant wrote, "Confirmed with Fidel we
will work to provide you 10 slots."
y. On or about May 2,2018, McCLAIN placed a caII to Public Official A,
and advised Public Official A that PRAMAGGIORE was experiencing push-back to the
appointment of Individual BM-1 to the ComEd board of directors, and had proposed
finding a job that would pay Individual BM-1 the same amount of money as a board
member.
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z. On or about May 16, 2018, McCLAIN placed a telephone call to
PRAMAGGIORE, during which call PRAMAGGIORE advised McCLAIN that (i) she
had instructed Marquez to "hire" Individual2SW-1 after checking with DOHERTY; and
(ii) she would, at Public Official A's request, "keep pressing" to appoint Individual BM-1
to the ComEd board of directors.
aa. On or about May 16, 2018, McCLAIN placed a telephone call to
Marquez, during which McCLAIN explained why certain individuals were being paid
indirectly through JDDA, by making reference to their utility to Public Official A's
political operation, and advised Marquez that Individual23W-1 should be paid $5,000 a
month.
bb. On or about June 29, 2018, DOHERTY caused an email to be sent to
a ComEd employee, which made it falsely appear that the justification for an additional
$5,000 a month sought underJDDA's revised contract was because JDDA would assume
an "expanded role with Cook County Board President's office and Cook County
Commissioners and Department Heads," when in fact the additional $5,000 a month in
compensation sought was intended for pa;rment to Individual 23W-1, who performed
little or no work forJDDA or ComEd.
cc. On or about September 7,2018, MeCLAIN and PRAMAGGIORE
parbicipated in a telephone call, during which PRAMAGGIORE assured McCLAIN that
PRAMAGGIORE was continuing to advocate for the appointment of Individual BM-1 to
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ComEd's board of directors and explained "You take good care of me and so does our
friend and I witl do the best that I can to, to take care of you."
dd. On or about December 6,2018, McCLAIN sent an email to Marquez
and others at ComEd, in which McCLAIN advised, in reference to the ComEd Internship
Program, "f am pretty sure the 'ask' will be to 'put aside' or'save' ten summer jobs for
the 13th Ward."
ee. On or about January 29, 20L9, HOOKER traveled to the Union
League Club, in Chicago, Illinois for the purpose of meeting with Marqtezto discuss the
renewal of the JDDA contract.
ff. On or about February 7,2019, McCLAIN traveled to a restaurant in
Springfield, Illinois, for the purpose of meeting with Marqaez to discuss the renewal of
the JDDA contract.
gg. On or about February 13,2019, DOHERTY met with Marquez in
Chicago, Illinois, and discussed how to present information to ComEd's chief exeeutive
officer concerning the renewal of the JDDA contract.
hh. On or about February 18,2019, PRAMAGGIORE participated in a
telephone call with Marquez, during which call, afber she was told that the subcontractors
associated with DOHERTY just "collect a check" and that Marquez needed to brief the
chief executive officer of ComEd coneerning the JDDA contract, PRAMAGGIORE
advised Marquez not to make any changes to the contract, because "we do not want to
get caught up in a, you know, disruptive battle where, you know, somebody gets their
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nose out of joint and we're tryrng to move somebody off, and then we get forced to give
'em a five-year contract because we're in the middle of needing to get something done in
Springfield."
ii. In or around March 2019, in connection with the renewal of JDDA's
contract, the defendants caused the preparation of a false and misleading document,
known as a "Single Source Justification," in support of the renewal of JDDA's contract,
and the submission of this form to Exelon Business Services. This Single Source
Justification form made it falsely appear that the large amount of money to be paid to
JDDA was because, among other things, "Consultant has specific knowledge that cannot
be sources [sic] from another supplier/contractor," and did not indicate that a substantial
amount of the fees that would be paid to JDDA was intended for third parties in an effort
to influence and reward Public Official A.
jj. On or about March 5,2079,McCLAIN met with a ComEd executive
and Marquezfor the purpose of explaining why the JDDA contract and the payments to
Individual 13W-1, Individual 13W-2, and Individual 23W-1 should be continued for
another year.
kk. On or about March 17,2019, DOHERTY caused a representative
from Exelon Business Services to execute a contract containing false representations and
promises that the compensation paid to JDDA was in return for providing ComEd with
advice on legislative issues, when in fact a significant portion of the compensation to be
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paid to JDDA was intended for Individual 13W-1, Individual 13W-2, and Individual 23W-
1, who in fact did little or no legitimate work for ComEd.
}| On or about April }I,?}L},PRAMAGGIORE advised McCLAIN by
text message, "Just sent out Board approval to appoint [Individual BM-l] to ComEd
Board."
mm. On or about April 26,2019, ComEd filed a notice with the U.S.
Securities and Exchange Commission stating that Individual BM-1 had served as a
director of ComEd since April2019.
All in violation of Title 18, United States Code, Sections 371and2.
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COUNT TWO
THE SPECIAL JANUARY 2019 GRAND JURY further charges:
1. Paragraphs 1(a), 1(b), 1(l) through 1(q), and 1(u) through 1(w) of Count One
of this indictment are hereby realleged and incorporated here.
2. In or around December 2016, in the Northern District of Illinois, Eastern
Division, and elsewhere,
MICHAEL McCLAIN, and

ANNE PRAMAGGIORE,
defendants herein, corruptly offered and agreed to give a thing of value, and caused
ComEd to offer and agree to give a thing of value, namely, a contract for Law Firm A
and monetary payments associated with that contract, for the benefit of Public Offrcial A
and his associate, Lawyer A, with intent to influence and reward Pubtic Official A, as an
agent of the State of Illinois, in connection with any business, transaction, and series of
transactions of the State of Illinois involving a thing of value of $5,000 or more, namely,
legislation affecting ComEd and its business;
In violation of Title 18, United States Code, Sections 666(a)(2) and2.
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COUNT THREE
THE SPECIAL JANUARY 2019 GRAND JURY further charges:
1. Paragraphs 1(a), 1(b), 1(d) through 1(k), and 1(m) through 1(cc) of Count
One of this indictment are hereby realleged and incorporated here.
2. Between in or around January 2017 and in or around February 201,7, in the
Northern District of Illinois, Eastern Division, and elsewhere,
MICHAEL MCCLAIN,
ANNE PRAMAGGIORE
JOHN HOOKER, and
JAY DOHERTY,
defendants herein, knowingly and willfully falsified and caused to be falsified certain
ComEd and Exelon books, records, and accounts, so that those books, records, and
accounts did not in reasonable detail, accurately and fairly reflect the transactions and
dispositions of ComEd's and Exelon's assets, namely, in connection with the renewal of
JDDA's contract for 2077;
In violation of Title 15, United States Code, Sections 78m(bX5) and 78ff(a), and
Title L8, United States Code, Section 2.
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COUNT FOUR
THE SPECIAL JANUARY 2019 GRAND JURY turther charges:
1. Paragraphs 1(a), 1(b), 1(d) through 1(k), and 1(m) through 1(cc) of count
2. Beiween in or around January 2018 and in or around March 2018, in the
MICHAEL MCCLAIN,
ANNE PRAMAGGIORE,
JOHN HOOKER, and
JAY DOHERTY,
defendants herein, knowingly and willfuIly falsified and caused to be falsified certain
dispositions of ComEd's and Exelon's assets, namely, in eonnection with the renewal of
In violation of Title 15, United States Code, Sections 78m(b)(5) and 78ff(a), and
Title 18, United States Code, Section 2.
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COUNT FIVE
1. Paragraphs 1(a), 1(b), 1(I) through 1(q), 1(u), 1(w) and 1(ee) of Count One of
this indictment are hereby realleged and incorporated here.
2. Between in or around 2018 and in or around April zllg,in the Northern
District of Illinois, Eastern Division, and elsewhere,

ANNE PRAMAGGIORE,
ComEd and Exelon to offer and agree to give a thing of value, namely, a position on the
ComEd board of directors and monetary payments associated with that position, for the
benefit of Public Official A and his associate, Individual BM-1, with intent to influence
and reward Public Official A, as an agent of the State of Illinois, in connection with any
business, transaction, and series of transactions of the State of Illinois involving a thing
of value of $5,000 or more, namely,legislation affecting ComEd and its business;
In violation of Title 18, United States Code, Sections 666(aX2) and2.
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COUNT SIX
1. Paragraphs 1(a), 1(b), and 1(l) through 1(dd) of Count One of this indictment
are hereby realleged and incorporated here.
Z. In or around May 2018, in the Northern District of Illinois, Eastern
Division, and elsewhere,

ANNE PRAMAGGIORE,
ComEd to offer and agree to give a thing of value, namely, payments of $5,000 a month,
for the benefit of Public Official A and his associate, Individual 23W-1, with intent to
influence and reward Public Offrcial A, as an agent of the State of Illinois, in connection
with any business, transaction, and series of transactions of the State of Illinois involving
a thing of value of $5,000 or more, namely,Iegislation affecting ComEd and its business;
In violation of Title 18, united states code, sections 666(aX2) and2.
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COUNT SEVEN
1. Paragraphs 1(a), 1(b), 1(d) through 1(h), and 1(m) through 1(dd) of count
2. Between in or around May 2018 and in or around July 2018, in the Northern
District of Illinois, Eastern Division, and elsewhere,
MICHAEL MCCLAIN,
ANNE PRAMAGGIORE,
JOHN HOOKER, and
JAY DOHERTY,
defendants herein, knowingiy and willfully falsified and caused to be falsified certain
dispositions of ComEd's and Exelon's assets, namely, in connection with the amendment
of JDDA's contract for 2018;
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COUNT EIGHT
1. Paragraphs 1(a), 1(b), 10) through 1(dd) of Count One of this indictment are
hereby realleged and incorporated here.
2. Between in or around January 2019 and on or about March 7L,2019, in the
MICHAEL MCCLAIN,
ANNE PRAMAGGIORE,
JOHN HOOKER, and
JAY DOHERTY,
ComEd to offer and agree to give a thing of value, namely, a new annual contract for
JDDA and monetary payments associated with that contract, for the benefrt of Public
Official A and his associates, Individuai 13W-1, Individual 13W-2, and Individual2SW-1,
with intent to influence and reward Public Offlcial A, as an agent of the State of Illinois,
in connection with any business, transaction, and series of transactions of the State of
Illinois involving a thing of value of $5,000 or more, namely,legislation affecting ComEd
and its business;
In violation of Title 18, united states code, sections 666(a)(2) and}.
49
Case:
Case:
1:21-cv-03611
1:20-cr-00812
Document
Document
#: 72-2
#: 1Filed:
Filed:06/16/23
11/18/20Page
Page535
50 of
of50
649
PageID
PageID
#:50
#:1028
COUNT NINE
1. Paragraphs 1(a), 1(b), 1(d) through 1(k), and 1(m) through 1(dd) of count
Z. Between in or around February 2019 and in or around March 2019, in the
MICHAEL MCCLAIN,
ANNE PRAMAGGIORE,
JOHN HOOKER, and
JAY DOHERTY,
defendants herein, knowingly and willfully falsified and caused to be falsified certain
dispositions of ComEd's and Exelon's assets, namely, in connection with the renewal of
A TRUE BILL:
FOREPERSON
UNITED STATES ATTORNEY
50
EXHIBIT F
EXHIBIT G
Account History
EXELON CORPORATION
Account Number
3404156XXX WILLIAM H. GRUNZE
Security Type
COMMON STOCK
Current Price
$46.52
+1.11%
Market Data
NASDAQ: EXC
Certificate
0.000
Direct Registration
0.000
Plan
3,669.977
Total Shares
3,669.977
*Quotes delayed by at least 15 minutes.
Show registration details
TRANSACTION HISTORY
• Certificate/Direct Registration Shares
• Plan Shares
Download
Pending investment
$0.00
Shares pending sale/withdrawal
0.000
Dividend Reinvestment Status
Full Dividend Reinvestment (RD)
Filter
All
Transaction Date
Transaction Type
Original Shares
Gross Amount
Tax Withheld
Fees/Commissions*
Jun 15, 2015
Plan Distribution
35.643
$1,219.52
$0.00
$3.02
Mar 13, 2015
Plan Distribution
37.308
$1,207.95
Dec 15, 2014

Plan Distribution
32.910
$1,197.75
Sep 15, 2014

Plan Distribution
35.993
$1,186.59
Jun 13, 2014

Plan Distribution
31.559
$1,176.81
Mar 13, 2014

Plan Distribution
38.918
$1,164.75
Dec 13, 2013

Plan Distribution
40.663
$1,152.14
Sep 13, 2013

Plan Distribution
37.158
$1,140.62
Jun 13, 2013

Plan Distribution
35.908
$1,129.49
Mar 13, 2013

Plan Distribution
58.560
$1,882.10
Dec 13, 2012

Plan Distribution
62.105
$1,849.50
Sep 13, 2012

Plan Distribution
50.843
$1,822.81
Jun 13, 2012

Plan Distribution
34.791
$1,303.57
Apr 16, 2012

Plan Distribution
12.863
$492.41
Apr 16, 2012

Plan Distribution
0.174
$6.66
Mar 14, 2012

Plan Distribution
45.713
$1,773.70
Dec 14, 2011

Plan Distribution
40.220
$1,752.58
Sep 14, 2011

Plan Distribution
40.898
$1,731.11
Jul 8, 2011
Transfer to
3,297.352
$0.00
2 of 2
2
*Transaction fees paid by the Company may affect your taxes. If this applies, it
EXHIBIT 11
GEOFFREY+JOHNSON
+ Via Email +
April 11, 2022
Special Litigation Committee of the Board of Directors of Exelon Corporation

c/o
David Kistenbroker, Esq.
Dechert LLP
35 West Wacker Drive,
Suite 3400, Chicago, IL, 60601-1608
[email protected]
Re: Investigation, Corporate Reform, and Litigation Demand
Dear David:
Our firm represents Donna M. Nicosia (“Stockholder”), a beneficial owner of Exelon

Corporation (“Exelon” or the “Company”), a Pennsylvania corporation, common stock. We write to
demand: (i) that the Company investigate, under 15 Pa. C.S.A. §1781, misconduct implicating
breach of fiduciary duty at the Company and at its subsidiary, Commonwealth Edison Company
(“ComEd”); and (ii) aiding and abetting of breach of fiduciary duty claims against third parties. These
breaches of fiduciary duty, or the aiding and abetting thereof, relate to the recent long-standing
course of bribery and similar misconduct that ComEd admitted to on July 17, 2020, in its deferred
prosecution agreement (“DPA”) with the United States Attorney of Northern District of Illinois
(“USAO”). The Stockholder demands that, if appropriate, the Board commence litigation against
Company or ComEd’s directors and officers who have violated their fiduciary duties to Exelon
stockholders, and that the Company engage in immediate corporate reforms (the “Demand”).
I. Background Giving Rise to the Demand
A. ComEd Admits to a Longstanding Bribery of Top Illinois Officials.
According to the DPA, between 2011 to 2019, ComEd “corruptly gave, offered, and agreed
to give things of value, namely, jobs, vendors subcontractors, and monetary payments associated
with those jobs and subcontracts, for the benefit of Public Official A and Public Official A’s
associates, with the intent to influence and reward Public Official A, as an agent of the State of
Illinois, a State government that during each of the twelve-month calendar years from 2011 to 2019,
received federal benefits in excess of $10,000, in connection with any business, transaction, and
series of transactions of $5,000 or more of the State of Illinois, namely, legislation affecting ComEd
and its business.” See DPA, United States of America v. Commonwealth Edison Co., No. 20-cr-
00368 (N.D. Ill. July 17, 2020), ECF No. 3 at 21-22. Although most of the culpable individuals are
not named in the DPA, related news coverage and litigation have revealed many of the key players.
Scott+Scott Attorneys at Law LLP + 12434 Cedar Road, Suite 12 + Cleveland Heights, OH 44106 + 216.229.6088 + [email protected]
April 11, 2022
Page 2
Anne Pramaggiore (“Pramaggiore”), the chief executive officer (“CEO”) of ComEd from late 2011
to 2018, and the CEO of Exelon Utilities from 2018 to October 2019, and Fidel Marquez
(“Marquez”), the head of regulatory affairs at ComEd, were the key officers at ComEd who were
involved, although the DPA also states that other unnamed ComEd personnel were involved. The
public official who was at the center of the bribery scandal is Speaker of the Illinois House of
Representatives, Michael J. Madigan (“Madigan”). Michael McClain (“McClain”), a lobbyist and
former Illinois Assemblyman, former ComEd executive and current lobbyist John Hooker (“Hooker”)
(who became a lobbyist), and Jay Doherty (“Doherty”), a consultant, also were heavily involved:
their identities were pieced together in a RICO lawsuit filed shortly after the DPA was entered.
Michael R. Zalewski (“Zalewski”) is a former Chicago official who was also identified in the RICO
suit as one of the associates of Madigan in the DPA who received bribes.
According to the DPA, the RICO suit, and news reports, between 2011 to 2019, ComEd
induced Madigan, the Speaker of the House, to undertake actions in favor of ComEd, such as
shepherd legislation favorable to ComEd. The DPA highlighted two pieces of legislation that
Madigan shepherded for ComEd: (1) the Energy Infrastructure and Modernization Act (“EIMA”) in
2011, which provided for a regulatory process that helped ComEd more reliably determine the rates
it could charge customers; and (2) the Future Energy Jobs Act (“FEJA”) in 2016, which renewed
the regulatory process that benefited ComEd. According to the RICO suit, EIMA’s formula rate
process allowed ComEd to increase its rates by approximately 35% since 2011. The RICO suit
also states that FEJA will allow ComEd to provide Exelon Generation with approximately $2.3 billion
of revenue, through collecting zero emission credit charges, over 10 years.
In return for Madigan’s legislative help, ComEd bribed him through arranging jobs and
contracts for his associates, which Madigan asked for, even though his associates performed little
of value to ComEd. ComEd disguised these payments through either generically describing them
as payments to consultants, or through folding them as payments to Doherty or his company,
Doherty and Associates, who would engage the Madigan associates as subcontractors. The DPA
highlighted four patterns of conduct, summarized below.
Between 2011 to 2019, ComEd either retained employees or contractors, or routed them
through Doherty, at Madigan and McClain’s behest, for a total cost of $1,324,500. DPA at 30.
Marquez appeared to have the most day-to-day involvement in arranging these payments. But, at
several points, Pramaggiore was personally involved. For example, McClain personally asked
Pramaggiore to hire Madigan’s ally, Zalewski. Pramaggiore and Marquez agreed to pay Zalewski
$5,000 per month indirectly as a subcontractor for Doherty and Associates. Pramaggiore was also
aware that other associates of Madigan received similar sinecures, which she referred to as the
“roster.” DPA at 28. In 2019, McClain offered Marquez advice on how to present the renewal of
Doherty’s contract to others in ComEd, telling him, “don’t put anything in writing” and if asked by
another ComEd executive about why Doherty and Associates was being retained, to explain that
associates of Madigan were hired as a “favor.” Id. at 29. Marquez discussed these hires with
Hooker, explaining, “We had to hire these guys because [Madigan] came to us” and Hooker added,
“it’s clean for all of us.” Id. Doherty also explained to Marquez in February 2019 that the hires
were made “to keep [Madigan] happy” but “do they do anything for me on a day to day basis? No.”
Id. at 30. Doherty further told Marquez that ComEd should not change the arrangement because
its “money comes from Springfield.” Id. at 29. Unnamed ComEd employees also discussed these
hires with McClain in March 2019, who admitted it was “old-fashioned patronage” while an
unnamed ComEd employee acknowledged that the hires were a “chip” used by ComEd; thereafter,
ComEd renewed Doherty’s contract. Id. at 30. Unnamed ComEd executives “designed these
payment arrangements in part to conceal the size of payments made to [Madigan’s] associates”
April 11, 2022
Page 3
and unnamed ComEd employees sought Madigan and McClain’s approval to discontinue
payments even though these associates did little or no work. Id. at 31.
Madigan, through McClain, also pushed for the appointment of a director to ComEd’s Board,
which news reports revealed was Juan Ochoa (“Ochoa”). McClain personally conveyed this
request to Pramaggiore as a request from Madigan in 2017. In May 2018, Pramaggiore, facing
internal opposition to Ochoa’s appointment to the ComEd Board, asked McClain if Madigan would
accept Ochoa receiving a part-time consulting job that paid the equivalent of an annual Board
retainer; McClain told Pramaggiore that Madigan would appreciate it if she could “keep pressing”
for the Board appointment. DPA at 31 and 32. In September 2018, Pramaggiore, who by then had
been promoted to run Exelon Utilities, told McClain that she was still advocating for Ochoa’s
appointment to ComEd’s Board because “You take good care of me and so does our friend and I
will do the best that I can to, to take care of you.” Id. at 32. Pramaggiore confirmed to McClain, in
April 2019, “Just sent out Board approval to appoint [Ochoa] to ComEd Board.” Id. The next day,
ComEd filed a notice with the SEC that Ochoa had been appointed to the ComEd Board since April
2019. ComEd did not interview any other candidate for that board seat.
Madigan also pushed for ComEd to retain an unnamed law firm. In 2011, ComEd agreed
to do so, and supply it with at least 850 hours of attorney work per year, and unnamed ComEd
personnel understood that the contract was entered in part because the law firm’s retention was
important to Madigan. In 2016, when the law firm’s contract was up for renewal, some ComEd
employees sought to reduce the minimum hourly commitment because of a lack of sufficient work
available. McClain spoke to Pramaggiore, stating “I am sure you know how valuable [the lawyer]
is to our Friend. . . . I know the drill and so do you. If you do not get involve[d] and resolve this
issue of 850 hours for his law firm per year then he will go to our Friend. Our Friend will call me
and then I will call you. Is this a drill we must go through?” Id. at 33. Pramaggiore replied, “Sorry.
No one informed me. I am on this.” Id. She then assigned an unnamed ComEd employee, who
was the “project manager” to assist with obtaining legislative approval of FEJA, to ensure the law
firm’s contract was renewed, even though this employee had no oversight over ComEd’s legal
department and otherwise did not get involved in deciding what lawyers or law firms the legal
department would retain. Id.
Finally, Madigan induced ComEd to maintain an internship program where ComEd would
hire students in a district Madigan was associated with, who were recommended by associates of
Madigan.
Apart from the specific incidents mentioned in the DPA, a November 21, 2019 report by the
Chicago Tribune showed that McClain arranged for $31,000 in payments to Madigan’s ex-aide,
Kevin Quinn, who had been fired for sexual harassment of a campaign worker, through ComEd
lobbyists. McClain in addition asked the ComEd lobbyists to retain Quinn as a contractor. McClain
stressed to Quinn, “I cannot tell you how important it is to keep all of this confidential.”1 The Tribune
also reported that McClain was handsomely compensated by ComEd even though he had officially
retired as a lobbyist in 2016; in 2018, McClain was still being paid $211,000 for consulting services
1
Ray Long and Jason Meisner, ‘Keep all of this confidential’: How a powerful ComEd lobbyist lined
up contracts for a disgraced ex-aide to Speaker Michael Madigan and why federal authorities are interested,
CHICAGO TRIBUNE (Nov. 21, 2019), https://www.chicagotribune.com/investigations/ct-madigan-mcclain-
quinn-comed-lobbying-federal-probe-20191121-5dq4e46yxre4rl4yy6irorgd7m-story.html.
April 11, 2022
Page 4
by ComEd. The payments to McClain only stopped in May 2019, around when Federal agents
raided his home. Id.
In the DPA, ComEd admitted that it anticipated benefits of more than $150,000,000 from
the legislation it admittedly corruptly asked Madigan to shepherd. These illegally obtained benefits
have effectively been clawed back as ComEd paid a penalty of $200 million as part of the DPA, as
well as worsening reputational harm as indictments in connection with this scandal have continued
to roll out, including the indictments of Pramaggiore, other ComEd executives and lobbyists, and
McClain in November 2020. These indictments culminated in Madigan’s indictment (and further
charges against McClain) in March 2022, which have revealed further details of the scheme to
funnel money to Madigan’s allies and supporters through ComEd. But as far as the public record
shows, the individuals at ComEd who have caused the company to engage in illegal acts, and the
third parties outside ComEd who induced ComEd employees to illegally act, have not in any way
compensated the Company for this harm. Many of these individuals may have suffered no harm
at all. The Board’s investigation should consider to what extent it can recover from these individuals
for the harms that they have caused the Company.
B. Important Questions of Culpability Remain Unanswered
While the DPA and related news reports and litigation have revealed much information
about those who breached their fiduciary duties to the Company by engaging in illegal activity, and
those who have aided and abetted these breaches by inducing them to commit illegal acts,
important questions remain unanswered and require the Board to investigate. For example, the
DPA alleges that the misconduct occurred between 2011 to 2019. From September 2011 to 2018,
Pramaggiore was the CEO of ComEd, and from August 2018 until June 2019, was the CEO of
Exelon Utilities, which oversaw ComEd’s utility business, and the DPA details her involvement in
arranging many of these illegal acts. But the DPA does not discuss the culpability of her
predecessor at ComEd, Frank Clark, who was ComEd’s CEO until September 2011, or her
predecessor at Exelon Utilities, Denis O’Brien, nor do they discuss the culpability of successors,
Joseph Dominguez (“Dominguez”) as CEO of ComEd, and Calvin Butler (“Butler”) as CEO of
Exelon Utilities. Dominguez and Butler are members of ComEd’s Board, and members of Exelon’s
senior management. The DPA also does not mention what oversight Exelon’s CEO, Christopher
M. Crane, has conducted. Because the misconduct both preceded and succeeded Pramaggiore’s
tenure, and because Exelon and ComEd’s lobbying activities were crucial to their business, there
is a compelling reason for the Exelon Board to investigate whether other officers may have been
involved in the misconduct. Dominquez, in particular, has recently gone out of the way to deflect
blame, insisting that the EIMA and FEJA have actually benefited Illinois ratepayers, that the DPA
was “not a criminal conviction of ComEd” and that only “a few orchestrated the improper conduct[.]”2
In addition, according to the firm biography, the General Counsel of the Company was
“formerly senior vice president, Energy and Regulatory Policy[,] and General Counsel at Exelon
utility ComEd, where he played a key role in the development and passage of both Illinois’ Energy
Infrastructure Modernization Act in 2011 and the Future Energy Jobs Act in 2016.” These are the
two laws that ComEd acknowledges to have used bribery to pass. Thus, it is incumbent on the
Board to investigate whether the Company’s General Counsel knew about, or should have known
about, the misconduct that occurred under his watch.
2
Dan Mihalopoulos, ComEd CEO: ‘I Wanted To Apologize On Behalf Of The Entire Company.’, WBEZ
(July 29, 2020), https://www.wbez.org/stories/comed-ceo-i-wanted-to-apologize-on-behalf-of-the-entire-
company/b359207f-496e-4877-b89a-565ab6b1c1d5.
April 11, 2022
Page 5
Furthermore, given the financial nature of these bribes, through securing jobs or contracts,
it is also unknown to what extent ComEd’s audit committee, Exelon’s audit committee, or their
respective CFOs and controllers either knew, or should have known, of the illegal acts. The fact
that DPA orders a new reporting system with a compliance officer to report directly to the Audit
Committee suggests that previous Board reporting was inadequate. And the DPA’s account of
how previous payments escaped detection also suggests inadequate financial controls.
The DPA also does not reveal to what extent the ComEd Board as a whole knew of or
suspected the misconduct, or should have investigated when red flags were waved in its face. One
special red flag would have been the push to elect Ochoa to the Board despite, as the DPA implies,
deep resistance to and skepticism by other ComEd Board directors. Furthermore, the Exelon
Board may also have been concerned about the ComEd Board’s involvement, because the Special
Oversight Committee was designed to exclude any Exelon Board members who were also on
ComEd’s Board. And to the extent they did not know because information was being deliberately
withheld from them, that further adds to ComEd’s officers’ breaches of fiduciary duty.
Moreover, the public record reveals concerning aspects of Exelon and the Board’s oversight
of the bribery investigation. Among the members of the Special Oversight Committee is Chairman
Mayo Shattuck (“Shattuck”), who is the former CEO of Constellation Energy, which was acquired
by Exelon in 2012, upon which Shattuck became Exelon’s Executive Chairman. That year, he
made approximately $8 million in cash and stock from Exelon. Furthermore, Shattuck is
compensated at a higher rate than other directors, making approximately $600,000 per year with
over $400,000 of that in cash. His employment and financial ties with Exelon call into question
whether the oversight was truly independent, and whether the Special Oversight Committee had a
motive for purposely attempting to steer attention away from the parent level and keep the liability
limited to the subsidiary.
In addition, ComEd’s connection to bribery admitted by Illinois State Senator Martin A.

Sandoval (“Sandoval”) also needs further Board investigation. In October 2019, ComEd disclosed
that the USAO asked about communications they had with Sandoval, and only a week later,
Pramaggiore abruptly resigned from Exelon. Sandoval pleaded guilty to bribery and tax fraud in
January 2020. Although the only company described in detail was later identified publicly as
SafeSpeed LLC, a camera company, the plea noted that Sandoval received $180,000 in bribes
from other, unnamed sources, which “involved more than five participants[.]” See Plea Agreement,
United States of America v. Martin A. Sandoval, No. 20-cr-56 (N.D. Ill. 2020), at 7. Sandoval’s
daughter, at the time, was also a senior account representative for ComEd. The Exelon Board
should investigate whether Pramaggiore or any other Exelon or ComEd executive bribed or
arranged bribes for Sandoval.
II. Demand for Board Action
Based on the foregoing, Stockholder has a reasonable basis to believe that Exelon’s
directors and officers breached their fiduciary duties to the Company and stockholders by either
engaging in illegal acts or failing to provide oversight regarding these acts. As a result, we believe
numerous directors and officers potentially breached their fiduciary duties to the Company and its
stockholders. These directors and officers include, but are not necessarily limited to:
 Anne Pramaggiore;
 Fidel Marquez;
April 11, 2022
Page 6
 John Hooker (before he left ComEd in 2012);
 Frank Clark;
 Joseph Dominguez;
 Calvin Butler;
 Christopher M. Crane;
 Denis O’Brien;
 Thomas O’Neill;
 Juan Ochoa;
 Directors who served on ComEd’s Board during the 2011 to 2019 period, especially
the 2019 Board;
 ComEd and Exelon’s chief financial officers, chief accounting officers, controllers, or
other key financial officers at these companies;
 Members of the Special Oversight Committee;
 Members of Exelon’s Audit Committee during the 2011 to 2019 period; and
 Unnamed ComEd employees implicated in the DPA.
In addition, we believe numerous third parties, some of whom are as yet unknown in the
public record, aided and abetted the aforementioned breaches of fiduciary duty by knowingly
inducing the aforementioned directors and officers to take illegal actions or look the other way,
including:
 Speaker Michael J. Madigan

 Michael McClain
 Jay Doherty
 John Hooker (after he left ComEd and became its lobbyist)
 Michael Zalewski;
 State Senator Martin A. Sandoval; and
 The unnamed law firm and lawyer from that law firm in the DPA.
Accordingly, Stockholder demands the following:
Based on the foregoing, Stockholder has a reasonable basis to believe that the Board and
its senior executives breached their fiduciary duties to the Company, and numerous third parties
aided and abetted those breaches. Accordingly, Stockholder demands that the Board take the
following action:
 Appoint a Special Litigation Committee (or “SLC”), consisting of independent directors,

to investigate the matters set forth therein and institute legal action for damages against
April 11, 2022
Page 7
all responsible officers, directors, and third parties, as such legal action is in the best
interests of the Company;
 Empower, by Board resolution, the SLC to hire financial, legal, and other advisors, as
the Special Litigation Committee deems reasonably necessary, to fulfill its investigatory
role;
 Empower, by Board resolution, the SLC to take such independent action that binds the
Board, as it deems appropriate, under the circumstances, including prosecution of
litigation or disciplinary action, such as compensation penalties, against directors and
officers who are liable for oversight failures, misleading statements, or other
misconduct, without reserving defenses for the Board;
 Reform the Company’s bonus claw back policy to permit claw back of executive
discretionary bonus compensation when the executive is found to have made false
statements concerning the Company’s filings with the U.S. Securities and Exchange
Commission or breached his or her fiduciary duties of loyalty and good faith;
 Strengthen Independence requirements for directors by ensuring that independent

directors are not former employees of Exelon or its subsidiaries;
 Refresh the Board to ensure: (1) replacement of two of its current directors with a new
independent director; or (2) the addition of two additional new independent directors to
the Board;
 Offer robust tenure protection for the new independent director(s) by allowing their
dismissal during their first term only for mis-, mal-, or nonfeasance based on a
reasonable investigation and vote of a majority of the independent directors;
 Ensure diversity through committing to interview at least one female and one minority
candidate for every open Board vacancy (currently, it appears only two out of the 13
directors are persons of color and only four are women); and
 Create a sub-committee of the Board (“Board sub-committee”) comprised of a majority

of independent members, with appropriate advisors, or an independent council of
advisors, charged with overseeing corporate governance reforms put into place in
response to this Demand and: (1) permit the Board sub-committee to meet in executive
session without management; and (2) require the Board sub-committee to report
periodically to the Board regarding the reforms.
If, within a reasonable period after receipt of this letter, the Board refuses to take the actions
demanded herein, Stockholder shall commence a derivative action on behalf of Exelon, seeking
appropriate relief.
Sincerely,
SCOTT+SCOTT ATTORNEYS AT LAW LLP
Geoffrey Johnson
April 11, 2022
Page 8
Encls.
cc: (via e-mail)
Jing Li-Yu
Scott Jacobsen
Joe Pettigrew
EXHIBIT 12
GEOFFREY+JOHNSON
+ Via E-Mail +
February 22, 2023
Exelon Corporation Board of Directors

c/o Edmund Polubinksi III, Esq.
Davis Polk & Wardell LLP
[email protected]
Re: Inspection Demand
Dear Edmund:
Our firm represents Donna Nicosia (“Stockholder”), a stockholder of Exelon Corporation, a

Pennsylvania corporation (“Exelon” or the “Company”). We write to demand inspection of books and records
under 15 Pa. C.S.A. §1508 concerning the Special Litigation Committee’s (“SLC”) investigation of the claims
our Stockholder raised in 2022.
We previously laid out in detail a demand to investigate and, if appropriate, pursue claims against
Exelon’s officers and directors, as well as third parties, in connection with the scheme to bribe former state
House Speaker Michael Madigan (“Madigan”) by Exelon subsidiary, Commonwealth Edison (“ComEd”) in
our litigation demand dated April 11, 2022. We understood from our prior correspondence that Exelon had
formed the SLC to investigate those claims, which was also publicly reported in early 2021.1 However, a
year after our demand, and more than two years after a demand made on behalf of another Exelon
stockholder, the SLC and the Company have yet to provide any indication that it will pursue those claims.
As a result of the SLC’s long inaction, we have concerns with the SLC investigation process, and
thus, we demand inspection of corporate books and records pursuant to 15 Pa. C.S.A. §1508 for the proper
purposes of:
(a) investigating corporate waste, mismanagement, or wrongdoing and breach of fiduciary

duties of loyalty, good faith, and care on the part of Exelon’s officers and directors with
respect to the above-described matters; and
(b) taking appropriate action in the event the members of the Company’s Management and
Board of Directors (“Board”) did not properly discharge their fiduciary duties, including the
preparation and filing of a stockholder derivative lawsuit, if appropriate.
This demand to inspect Exelon’s books and records is undertaken in good faith and pertains to the
Stockholder’s interest in reviewing the manner in which the Company is being managed. See, e.g., Zerbey
v. J.H. Zerbey Newspapers, Inc., 385 Pa. Super. 109, 124 (Pa. Super. Ct. 1989) (proper purpose for
inspection to examine whether corporation is “being properly managed in a general sense”); Wolfington ex
rel. Wolfington v. Wolfington Body Co., 47 Pa. D. & C.4th 225, 238 (Pa. C.P. 2000) (“It is well-settled that
stockholders are the owners of the company's assets, and, therefore have a right to examine the corporate
books, records, papers and accounts in order to determine if any alleged mismanagement occurred or to set
a proper valuation on the shares of stock”). Under Pennsylvania law, after a stockholder has met the formal
1 Exelon Corp., Quarterly Report (Form 10-Q) (Mar. 31, 2021),

https://www.sec.gov/ix?doc=/Archives/edgar/data/8192/000110935721000050/exc-20210331.htm.
Edmund Polubinksi III, Esq.
February 22, 2023
Page 2
requirements for seeking documents and established that the purpose was proper, “burden of proving that
the inspection was for an improper purpose falls on the corporation.” Marks v. E. Franks Hopkins, Inc., No.
003618JUNE.TERM 2003, 2004 WL 2474066, at *2 (Pa. C.P. July 21, 2004) (citing Tyler v. O'Neill, 994 F.
Supp. 603, 608 (E.D. Pa.1998), 15 Pa.C.S. §1508(c), and Goldman v. Trans-United Indus., Inc., 404 Pa.
288, 171 A.2d 788 (Pa.1961)). The below demands are necessary and essential to effectuate Stockholder’s
purpose.
For the period from October 2017 to the present, the Stockholder requests the following books,
records, and documents2 to be made available for inspection by her attorneys, Scott+Scott Attorney at Law
LLP:
1. All minutes of the meetings of the SLC with respect to stockholder demands concerning the
ComEd bribery scheme;
2. All Board resolutions concerning the formation, authorization, consideration, evaluation, or

review of the SLC;
3. All minutes of the meetings of the Exelon Board or any of its committees or subcommittees
concerning the ComEd bribery scheme or the SLC’s investigation of it;
4. All presentations, notes, or other written materials concerning Demand Nos. 1 through 3;
and
5. At the conclusion of its investigation, the materials considered by the SLC or any related
Board committee, subcommittee, or entire Board, regarding the SLC investigation.
Sincerely,
Geoffrey M. Johnson
Cc: Jing Li-Yu (via e-mail)

Joe Pettigrew (via e-mail)
2 The term “documents” includes all correspondence related to a given category and all electronically
created and retained directories, files, documents, spreadsheets, graphical renderings, and e-mails with their
attachments.
EXHIBIT 13
GEOFFREY+JOHNSON
+ Via E-Mail +
March 10, 2023

c/o Edmund Polubinksi III, Esq. Davis Polk & Wardell LLP
[email protected]
and
Special Litigation Committee of the Exelon Corporation Board of Directors
c/o David Kistenbroker, Esq.
Dechert LLP
[email protected]
Dear Ted and David:
Our firm represents Donna Nicosia (“Stockholder”), a stockholder of Exelon Corporation, a

Pennsylvania corporation (“Exelon” or the “Company”). We write to demand inspection of books and records
under 15 Pa. C.S.A. §1508 concerning the Special Litigation Committee’s (“SLC”) investigation of the claims
our Stockholder raised in 2022.
our litigation demand dated April 11, 2022. We understood from our prior correspondence that Exelon had
purposes of:


[email protected]
March 10, 2023
Page 2
purpose.
For the period from July 17, 2020, to the present, the Stockholder requests the following books,
records, and documents2 to be made available for inspection by her attorneys, Scott+Scott Attorney at Law
LLP:
2. All minutes of the meetings of any other committee or subcommittee charged with
investigating the conduct at issue in the stockholder demands concerning the ComEd bribery
scheme;

review of the SLC or any other committee or subcommittee charged with investigating the
conduct at issue in the stockholder demands concerning the ComEd bribery scheme;
4. All minutes of the meetings of the Exelon Board, SLC, or any other committee or
subcommittee charged with investigating the conduct at issue in the stockholder demands
concerning the ComEd bribery scheme;
6. All communications concerning Demand Nos. 1 through 5;
7. All minutes of the meetings of the Exelon Board, SLC, or any other committee or
subcommittee charged with negotiating, evaluating, or otherwise interacting with any of the
committees, subcommittees, or the Board in Demand Nos. 1-6; and
8. At the conclusion of its investigation, the materials considered by the SLC or any other
committee, subcommittee, or entire Board, regarding the SLC investigation or any other
committee or subcommittee charged with investigating the conduct at issue in the
stockholder demands concerning the ComEd bribery scheme.
Sincerely,
Geoffrey M. Johnson
Cc: Jing Li-Yu (via e-mail)

attachments.
EXHIBIT 14
Gustavo F. Bruckner
Partner
May 3, 2022
Via Overnight Courier and Email
The Board of Directors

c/o Mayo A. Shattuck, III
Chairman of the Board of Directors
Exelon Corporation
10 South Dearborn Street, 54th Floor
Chicago, IL 60603
Attn.: Gayle Littleton, Executive Vice President, General Counsel
[email protected]
Re: Litigation Demand to the Board of Directors of Exelon Corporation
To the Board of Directors of Exelon Corporation.
We represent Jason Wax (the “Stockholder”), a current stockholder of Exelon

Corporation (“Exelon” or the “Company”). 1 The Stockholder has owned Exelon common stock
since at least 2002 and continues to hold Exelon shares. 2 We write on behalf of the Stockholder
to demand that Exelon’s Board of Directors (the “Board”) do two things:
 First, the Board must file suit against William A. Von Hoene, Jr. (“Mr. Von
Hoene”)3, Christopher M. Crane (“Mr. Crane”),4 Anne R. Pramaggiore (“Ms.
1
A power of attorney authorizing the undersigned to act on behalf of the Stockholder
regarding this matter is enclosed as Exhibit A.
2
Stockholder is a longtime stockholder of record of the Company. Stockholder previously
provided the Company with documentary proof of Stockholder’s current stock ownership by
letter dated January 4, 2022, and continues to hold shares of Exelon stock.
3
Mr. Von Hoene served as Senior Executive Vice President and Chief Strategy Officer
(“CSO”) of Exelon beginning in 2012. Mr. Von Hoene also served as an Executive Vice
President of Exelon beginning in 2008. Mr. Von Hoene left Exelon in March 2021. Upon his
resignation, the Company published a glowing press release lauding Mr. Von Hoene’s time with
the Company. See https://www.businesswire.com/news/home/20210301005597/en/William-A.-
[email protected]
600 Third Avenue, New York, New York 10016 tel: 212.661.1100 www.pomerantzlaw.com
NEW YORK CHICAGO LOS ANGELES PARIS

Pramaggiore”),5 and Joseph Dominguez (“Mr. Dominguez”) 6 for Breach of

Fiduciary Duty, Contribution, and Indemnification. As discussed herein,
securities fraud claims have been sustained against Messrs. Von Hoene,
Crane, and Dominguez in the federal securities fraud class action against
Exelon captioned Flynn v. Exelon Corporation et al, Docket No. 1:19-cv-
08209 (N.D. Ill.) (the “Securities Action”), notwithstanding the materially
heightened pleading standards applicable to the Securities Action pursuant to
the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). To date,
the Board has not taken any remedial action against any of these individuals.
Instead, the Board has permitted the Company to fund their defense of the
sustained securities fraud claims asserted against them by Exelon investors.
 Second, the Stockholder demands that the Board commence an independent

investigation in good faith into the events described herein regarding alleged
breaches of fiduciary duties by the following current and/or former officers
and directors of the Company (and/or ComEd): Anthony K. Anderson (“Mr.
Anderson”),7 Ann C. Berzin (“Ms. Berzin”),8 Laurie Brlas (“Ms. Brlas”),9
Von-Hoene-Jr.-Senior-Executive-Vice-President-and-Chief-Strategy-Officer-to-Depart-Exelon-
on-Mar.-31.
4
Mr. Crane has served as Chief Executive Officer (“CEO”) and a member of the Board,
and Chairman of the Board of Directors of Commonwealth Edison Company (“ComEd”), a
controlled subsidiary of Exelon, since 2012. Mr. Crane has also served as President of Exelon
since 2008.
5
Ms. Pramaggiore served as CEO of Exelon Utilities and as Senior Executive Vice
President of Exelon starting in 2018. Ms. Pramaggiore also served as Vice Chairman of the
ComEd Board starting in 2012. On October 15, 2019, Ms. Pramaggiore abruptly retired from all
of those positions. Previously, Ms. Pramaggiore served as CEO of ComEd from 2012 to 2018
and as President of ComEd from 2009 to 2018.
6
Mr. Dominguez has served as CEO and a director of ComEd since 2018. Previously, Mr.
Dominguez served as Exelon’s Senior or Executive Vice President of Governmental and
Regulatory Affairs and Public Policy from 2012 to 2018.
7
Mr. Anderson has served as a director of Exelon since 2013. Mr. Anderson is the Chair
of the Audit Committee, a member of the Finance and Risk Committee, and a member of the
Generation Oversight Committee.
Page 2

Yves C. de Balmann (“Mr. Balmann”), 10 Nicholas DeBenedictis (“Mr.

DeBenedictis”),11 Linda Jojo (“Ms. Jojo”),12 Paul L. Joskow (“Mr.
Joskow”),13 Robert J. Lawless (“Mr. Lawless”),14 Richard W. Mies (“Mr.
Mies”)15, John M. Richardson (“Mr. Richardson”),16 Mayo A. Shattuck III
(“Shattuck”),17 Stephen D. Steinour (“Mr. Steinour”),18 John F. Young (“Mr.
8
Ms. Berzin has served as a director of Exelon since 2012. Ms. Berzin is the Chair of the
Finance and Risk Committee and a member of the Audit Committee.
9
Ms. Brlas has served as a director of Exelon since 2018. Ms. Brlas is a member of the
Audit and Finance and Risk Committees.
10
Mr. Balmann has served as a director of Exelon since 2012. Mr. Balmann is the Chair of
the Compensation and Leadership Development Committee. Mr. Balmann is also a member of
the Corporate Governance and Finance and Risk Committees.
11
Mr. DeBenedictis has served as a director of Exelon since 2002. He is a member of the
Corporate Governance, Finance and Risk, and Generation Oversight Committees.
12
Ms. Jojo has served as a director of Exelon since 2015. Ms. Jojo is a member of the
Compensation and Leadership Development Committee, as well as the Finance and Risk
Committee.
13
Mr. Joskow has served as a director of Exelon since 2007. Mr. Joskow is a member of
the Audit, Finance and Risk, and Investment Oversight Committees.
14
Mr. Lawless has served as a director of Exelon since 2012. Mr. Lawless is the Chair of
the Corporate Governance Committee and a member of the Compensation and Leadership
Development Committee.
15
Mr. Mies has served as a director of Exelon since 2009. Mr. Mies is the Chair of the
Generation Oversight Committee and a member of the Audit as well as Finance and Risk
Committees.
16
Mr. Richardson has served as a director of Exelon since September 2019.
17
Mr. Shattuck has served as a director of Exelon since 2012. Mr. Shattuck was the former
CEO of Constellation Energy prior to negotiating its sale to Exelon in a $7.9 billion acquisition
from which Shattuck received more than $9.3 million in stock options. Mr. Shattuck is a former
Chairman of the Exelon Board and presently a member of the Investment Oversight Committee .
Page 3

Young”),19 Joseph Nigro (“Mr. Nigro”),20 and Jeanne M. Jones (“Ms.

Jones”).21 Should the investigation conclude that any or all of those
individuals breached their fiduciary duties or otherwise engaged in
misconduct, the Stockholder demands that the Board institute litigation
against such individuals to recover the damages their misconduct has caused
the Company.22
I. FACTS GIVING RISE TO THE DEMAND
A. Background of the Company, Exelon’s Controlled Subsidiary ComEd, and

Its Long-Running Illegal Bribery Scheme
Exelon, a Pennsylvania corporation headquartered in Chicago, Illinois, is one of the

largest electric companies in the U.S. Exelon is a holding company which operates through two
groups of subsidiaries: (i) “Exelon Generation”, which operates electric power plants around the
country, and (ii) “Exelon Utilities”, a collection of six regulated utility companies that deliver
electricity to homes and businesses in particular regions. Exelon Generation operates six nuclear
power plants in Illinois. ComEd, a controlled subsidiary of Exelon, is the largest of the utility
companies within Exelon Utilities and is responsible for delivering electricity to customers in
northern Illinois.
With over 4 million customers, ComEd is Exelon’s largest and most important utility
company. For example, in 2018, ComEd reported $664 million in net income, representing more
18
Mr. Steinour has served as a director of Exelon since 2007. Mr. Steinour is a member of
the Finance and Risk as well as Compensation and Leadership Development Committees.
19
Mr. Young has served as a director of Exelon since 2018. Mr. Young is a member of the
Finance and Risk and Generation Oversight Committees.
20
Mr. Nigro has served as Exelon’s Chief Financial Officer (“CFO”) and Senior Executive
Vice President since May 2018.
21
Ms. Jones has served as ComEd’s Senior Vice President, CFO, and Treasurer since June
2018.
22
Mr. Von Hoene, Mr. Crane, Ms. Pramaggiore, Mr. Dominguez, Mr. Anderson, Ms.
Berzin, Ms. Brlas, Mr. Balmann, Mr. DeBenedictis, Ms. Jojo, Mr. Joskow, Mr. Lawless, Mr.
Mies, Mr. Richardson, Mr. Shattuck, Mr. Steinour, Mr. Young, Mr. Nigro, and Ms. Jones are
referred to together herein as “Management.”
Page 4

than 30% of Exelon’s total reported net income for that year. Exelon is a publicly-traded
corporation and a filer with the U.S. Securities and Exchange Commission (the “SEC”), and
although ComEd is owned and controlled by Exelon and does not have its own publicly-traded
stock, ComEd issues debt securities to the public and therefore is also an SEC filer.
This Demand arises from an eight-year illegal bribery scheme designed to influence
Illinois lawmakers to enact legislation favorable to the Company. As Exelon admitted on July
16, 2020 via a deferred prosecution agreement (“DPA”) entered in the criminal action captioned
United States of America v. Commonwealth Edison Company, No. 1:20-cr-00368 (N.D. Ill.) (the
“ComEd Criminal Action”), this bribery scheme was executed by “senior executives” and
involves over $1.3 million in indirect payments made to designees of the Speaker of the Illinois
House of Representatives, referred to in the DPA and herein as “Public Official A.” 23 Further,
Management issued a series of false and misleading public statements which concealed the
bribery scheme, touted the Company’s purported commitment to ethical conduct and legitimate
lobbying activities, claimed Exelon had never paid bribes, and emphasized the additional
revenues and benefits obtained as a result of the passage of favorable legislation. As discussed
herein, when the illicit bribery scheme eventually came to light, the consequences to Exelon (and
its shareholders) were severe.
B. Exelon and ComEd Operate in a Highly-Regulated Industry
Exelon and ComEd operate in a highly-regulated industry which is dependent upon the
continual passage of favorable legislation. For example, in their respective SEC filings, Exelon
and ComEd have emphasized that “[s]ubstantially all aspects of [their] businesses” are subject to
comprehensive government regulation and legislation. Management, on behalf of Exelon, has
acknowledged that the businesses are “profoundly affected by decisions of elected and appointed
officials.” As such, Management has repeatedly disclosed in Exelon’s political contributions
reports that “[i]ssues vital to Exelon’s ability to recognize value for its stakeholders” are decided
in “state legislatures and local forums across the country.”
Significantly, the legislative branch of Illinois, known as the Illinois General Assembly,
considers and passes legislation that directly impacts ComEd’s and Exelon Generation’s
profitability (and therefore Exelon’s overall profitability). Illinois legislation impacts
23
“Public Official A” is Michael Madigan, who served in the Illinois House of
Representatives from 1971 until January 2021, and who served as Speaker for all but two years
from 1983 until 2021, making him the longest-serving leader of any state or federal legislative
body in U.S. history.
Page 5

C. The Illicit Bribery Scheme Commences in 2011 and Continues Thereafter for
Eight Years
Given the significance of Illinois legislation to the Company’s profitability, Exelon and
ComEd historically engaged in considerable lobbying efforts, such as hiring outside lobbyists in
Illinois and employing internal lobbyists dedicated to Illinois legislation. However, for many
years leading up to 2011, Exelon had a poor relationship with Public Official A and its lobbying
efforts were unsuccessful. For example, Public Official A reportedly rejected a proposed rate
hike for ComEd in 2003, and in 2006 wrote a letter requesting that then-Governor Rod R.
Blagojevich call a special session to consider legislation which would freeze ComEd rates for
several years. In that 2006 letter, Public Official A claimed rate increases would “turn already
record earnings and profits” for ComEd “into exorbitant gains for their executives and
shareholders – at the expense of working families, senior citizens and those on fixed incomes.”
Then, in 2011, Exelon changed its strategy and began bribing Public Official A. As it has
been admitted in the DPA, “[f]rom in or around 2011 through in or around 2019, in an effort to
Exelon admitted that from 2011 into 2019, the “indirect payments made to Public Official A’s
associates – who performed little or no work for ComEd – totaled approximately $1,324,500.”
In addition, at Public Official A’s request, ComEd appointed an associate of Public Official A to
ComEd’s Board of Directors (the “ComEd Board”), and ComEd also retained a law firm favored
by Public Official A and set up an internship program which hired interns from Public Official
A’s ward, all “with the intent to influence and reward Public Official A in connection with [his]
official duties.”
In exchange for these bribes, the DPA notes that Exelon received the passage of
favorable legislation, providing ComEd with “greater than $150,000,000.” In addition to the
Page 6

The financial benefits from Exelon’s shift in strategy from legitimate lobbying to a secret,
illegal bribery scheme were immediate and dramatic. For example, Exelon’s then-CSO, Mr.
Von Hoene, stated in 2014: “We were in bad stead with the speaker [Public Official A] for a
long time. We’ve managed to crawl out of that hole.” And the media took notice, as for
example, Crain’s Chicago Business (“Crain’s”) referred to Exelon’s “high-octane lobbying
operation that made it the most influential company in Springfield, [Illinois]” while WBEZ
Chicago (“WBEZ”) referred to outside lobbyists retained by Exelon and ComEd as a
“powerhouse list of influencers at the state Capitol.” More specifically, Exelon obtained passage
of several key laws which provided substantial economic benefits after initiating the bribery
scheme in 2011.
First, in 2011, ComEd won approval of the Energy Infrastructure Modernization Act
financial analysts described as “one of the most difficult regulatory environments in the country”
to “one of the better ones in the U.S.” More specifically, EIMA replaced a contentious and
unpredictable process that ComEd previously engaged in with the Illinois Commerce
Commission (“ICC”) when requesting rate adjustments with a “formula rate” system that
essentially put rate-setting on cruise control, providing for predictable and repeated profits. In
addition, EIMA authorized ComEd to spend $2.6 billion on infrastructure improvements to
ComEd’s “grid” – the system of power lines and other components which delivers electricity to
consumers. This was significant because ComEd’s authorized rates are based, in part, on
providing a return on its assets, so the larger its asset base the more it could profit. The bribery
scheme was so successful that even though consumer advocates and the ICC opposed EIMA, the
Illinois General Assembly voted not just to enact the law, but also to override then-Governor
Patrick Quinn’s veto. In 2015, the Illinois General Assembly extended EIMA’s formula rates
through 2019. Ms. Pramaggiore, the former CEO of Exelon Utilities, would later describe EIMA
as a “game-changer for ComEd.”
Second, on December 1, 2016, the Illinois General Assembly voted to pass the Future
specifically, FEJA provided Exelon with up to $2.35 billion in subsidies over ten years to “bail
out” two failing Illinois nuclear plants. These payments would come in the form of up to $235
million in annual zero-emission credits (“ZECs”) paid to Exelon Generation for generating zero-
emission power from nuclear plants, the cost of which are passed through to ComEd’s
its profits, and extended the EIMA formula rates to 2022. The media and politicians commented
on Exelon’s powerful legislative influence, as FEJA was passed on the final day of the Illinois
yet voted on a budget for 2017. At that time, one Illinois representative – presumably unaware
of the bribery scheme which enabled Exelon to flex such power – questioned why the legislature
Page 7

was even discussing “a multibillion-dollar corporate bailout for one of the most profitable energy
companies in the state” at such a time. In addition, financial analysts emphasized the positive
financial impact on the Company from EIMA and FEJA, and stated they were “impressed with
the lobbying success [Exelon] has had.”
The financial benefits from the long-running bribery scheme, as reflected in the passage
of EIMA and FEJA, were nothing short of exceptional for Exelon and ComEd. In addition to the
massive subsidies under FEJA to Exelon Generation, under EIMA’s formula rates, ComEd’s
electricity delivery rates increased by over 30% from 2013 to 2019 and its net income increased
by 176%, from $249 million in 2013 to $688 million in 2019.
Exelon stockholders, however, were kept in the dark for years, as Management failed to
disclose that the Company’s purported “legislative successes,” and the significant financial
benefits derived therefrom, were illusory and exposed Exelon to massive financial risks because
they were obtained through an illegal bribery scheme. For example, in their public statements,
Management caused Exelon and ComEd to claim they were engaging in legitimate and legal
lobbying efforts, such as “working with the coalitions as hard as we can to have something . . .
that the legislature supports” and presenting such support when they “met with the leadership
of both the House and Senate, talking about what we need to do and them showing their
support.” Management concealed the bribery scheme and reinforced the purported legitimate
lobbying activities of Exelon and ComEd by claiming they were “committed to conducting
[their] business with government agencies and officials with the highest ethical standards” and
they “never . . . offer . . . any form of payment or incentive intended to improperly influence a
decision.”
D. The Truth Emerges
On July 18, 2019, the Chicago Tribune (the “Tribune”) published a report disclosing that
the Federal Bureau of Investigation (the “FBI”) “raided” the home of Michael McClain (“Mr.
McClain”), one of Exelon’s and ComEd’s top lobbyists,24 in “mid-May” pursuant to a search
24
Mr. McClain is an Illinois lobbyist who served as a member of the Illinois House of
Representatives with Public Official A from 1972 to 1982, at which time he began his lobbying
career. Mr. McClain was one of Public Official A’s “closest confidants” and a member of his
“inner circle,” serving as a “vitally important sounding board and strategist for the speaker.” As
reported by the Tribune, “[a]fter he became a lobbyist in the early 1980s, [Mr.] McClain often
could be found camped out in front of [Public Official A’s] third-floor Capitol office. [Mr.]
McClain, who frequently dined with [Public Official A] at his favorite Italian restaurant in
Springfield, provided [Public Official A] with a sounding board on legislative and political
Page 8

warrant, which can only be obtained if federal law enforcement “convince[s] a judge there is
probable cause to believe a crime has been committed and that evidence of that crime exists in
the home.” The Tribune article reiterated that Mr. McClain was a long-time lobbyist for ComEd
and reported that “[Mr.] McClain was a point man in the discussions about major ComEd and
parent company Exelon legislation for decades. He retired as a lobbyist shortly after the passage
of legislation in December 2016 [FEJA] that raised electricity rates on Illinois residents and
Six days later, on July 24, 2019, the Tribune reported that, according to “[r]ecords
obtained by the Tribune,” $10,000 worth of checks were sent to Kevin Quinn (“Mr. Quinn”), a
“former top [Public Official A] lieutenant” and that “[t]he checks came from accounts linked to
five current or former lobbyists for utility giant ComEd, including . . . [Mr.] McClain.” The
article further reported that “[t]he FBI is looking at the checks as part of an ongoing
investigation, a source with knowledge of the probe told the Tribune.” The Tribune detailed the
following payments made from lobbyists connected to ComEd:
March 2019 to Mr. Quinn from the firm of John Bradley, a former state
• Two $1,000 checks dated January 2019 to Mr. Quinn from Cornerstone
Government Affairs (“Cornerstone”), where “ComEd is a Cornerstone client.”
• One $1,000 check dated December 2018 to Mr. Quinn from the lobbying firm
of Tom Cullen, a former Public Official A political director and “a former
ComEd lobbyist.”
• One $2,000 check dated January 2019 to Mr. Quinn from the lobbying firm of
• One $1,000 check dated January 2019 to Mr. Quinn from Mr. McClain.
Another $1,000 check was sent to Mr. Quinn from an unnamed businessman,
That same day, July 24, 2019, Crain’s published an article which discussed these
payments (similar to the report published by the Tribune) and also discussed the connection
ComEd’s legislative successes. In pertinent part, Crain’s reported as follows:
strategy.” Mr. McClain is referred to as “Individual A” in the DPA, which states that Mr.
McClain has “a close personal relationship with Public Official A.”
Page 9

oversight.

Although the July 2019 investigative reports published by the Tribune and Crain’s
partially revealed the misconduct and an investigation connected to certain of the Company’s
outside lobbyists and Public Official A, Management’s false and misleading statements
continued to conceal the bribery scheme, the scope and extent of the misconduct, the direct
involvement of the Company and its senior executives, and that the Company was facing a
criminal investigation which exposed it to significant criminal penalties and substantial risks to
its legislative agenda.
On October 4, 2019, ComEd filed a Form 8-K with the SEC disclosing that Fidel
Marquez, Jr. (“Mr. Marquez”), ComEd’s Executive Vice President for Legislative and External
Affairs, had “retired” two days earlier. Next, on October 9, 2019, Exelon and ComEd filed a
Form 8-K with the SEC disclosing that Exelon and ComEd had “received a second grand jury
subpoena from the U.S. Attorney’s Office for the Northern District of Illinois that requires
production of records of any communications with certain individuals and entities, including
Illinois State Senator Martin Sandoval.” It further disclosed that “[o]n June 21, 2019, the Exelon
Corporation Board formed a Special Oversight Committee, consisting solely of independent
directors, to oversee [Exelon and ComEd’s] cooperation and compliance with the subpoena, any
further action taken by the U.S. Attorney and any resulting actions that may be required or
recommended.”
Page 10

On October 15, 2019, Exelon issued a press release announcing the sudden “retirement”
of Ms. Pramaggiore from her roles as CEO of Exelon Utilities and Vice Chairman of the ComEd
Board, “effective immediately.” The next day, October 16, 2019, the Tribune published a report
entitled, “Exelon Utilities CEO Anne Pramaggiore Abruptly Retires Amid Federal Probe Into
Illinois Lobbying,” which stated that the “announcement of [Ms.] Pramaggiore’s retirement
came less than a week after Exelon and ComEd acknowledged they had received a second
subpoena” from federal investigators. The Tribune also reported that “[a] source with
knowledge of the investigation told the Tribune that Ms. Pramaggiore is one focus of the
ongoing federal probe” and that Ms. Pramaggiore declined an interview request “through a
spokesman at a crisis communications firm.” The article added, “[Ms.] Pramaggiore, who also
was senior executive vice president, was a key player in ComEd’s success over the years in
Springfield. Exelon and ComEd employ one of the largest lobbying contingents at the Capitol
and historically are among the biggest campaign contributors to state lawmakers.”
Investigative journalists continued to confirm that ComEd and its employees were
investigatory targets in the following days. For example, on October 18, 2019, WBEZ published
an article entitled, “Source Feds Focus On Clout Hires at ComEd, Leader of Chicago’s City
Club” which stated: “Federal investigators are looking into allegations that [ComEd] hired
multiple politically connected employees and consultants in exchange for favorable government
actions, including electricity rate increases, WBEZ has learned. A source involved in the
investigation said authorities believe many of the clout hires at the state’s largest electric utility
got paid but did little or no work, and some of them have ties to [Public Official A].” The article
added that “agents investigating those hires are also probing the role played by Jay Doherty, a
longtime lobbyist for ComEd and president of the City Club of Chicago, the source said.” 25
WBEZ noted that “ComEd depends on Springfield lawmakers and regulators for
permission to increase electricity rates for its more than 4 million Illinois customers” and
highlighted the departures of Ms. Pramaggiore and Mr. Marquez, as well as the departure of
“John Hooker [as an external] lobbyist [for] ComEd.” 26 The article noted the negative impact on
Exelon’s stock price from the revelation that Company employees were under investigation,
stating, “[t]he federal probe and [Ms.] Pramaggiore’s exit this week already had shaken investor
confidence in Exelon – and caused a dip in the [C]ompany’s stock price. The Chicago based
company, which trades on the NASDAQ exchange, fell 2 percent Thursday [October 17, 2019]
to a little over $44 a share. That was its lowest level since December.”
25
Jay Doherty (“Mr. Doherty”) was another key outside lobbyist for ComEd.
26
John Hooker (“Mr. Hooker”) was Mr. Marquez’s predecessor and another key lobbyist
for Exelon and ComEd.
Page 11

The following week, on October 21, 2019, the Tribune reported that a subpoena and
search warrant had been executed at the City Club of Chicago, where Mr. Doherty was President.
The article reported that the subpoena and search warrant were “executed in mid-May, [and]
requested information about several ComEd officials, including Anne Pramaggiore, a source
said.” The Tribune added that “[t]wo other longtime ComEd lobbyists – John Hooker and Fidel
On October 24, 2019, Crain’s published an article again discussing the financial risk of
the new legislation not passing, saying that “[i]f a legal cloud hovering over Exelon persists,
state legislation bailing out more of the [C]ompany’s nuclear power plants and extending highly
generous regulatory treatment for its [ComEd] utility isn’t likely to pass when state lawmakers
reconvene next year, either.” Crain’s noted that “[a]ny threat to Exelon’s legislative clout
worries Wall Street. The Oct. 15 retirement of Anne Pramaggiore, CEO of Exelon’s regulated
electric utilities, sent Exelon stock tumbling more than 6 percent.” The article added that the
investigation could make Governor J.B. Pritzker less likely to support the legislation: “In a
statement, a spokeswoman makes it clear that the subpoenas got [Governor] Pritzker’s attention.
‘Given the current federal investigation, it’s more important than ever to ensure that the public
has confidence in any energy proposals that move through the legislature.’”
On October 31, 2019, Exelon and ComEd each separately filed the same combined
Quarterly Report on SEC Form 10-Q for the quarter ending September 30, 2019 (“3Q19 Form
10-Q”). The 3Q19 Form 10-Q disclosed that, in addition to the subpoenas from the U.S.
Attorney’s Office for the Northern District of Illinois (the “U.S. Attorney”), “[o]n October 22,
2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their
lobbying activities. Exelon and ComEd have cooperated fully and intend to continue to cooperate
fully and expeditiously with the U.S. Attorney’s Office and the SEC. Exelon and ComEd cannot
predict the outcome of the subpoenas or the SEC investigation.” 27
Also on October 31, 2019, the Company hosted a conference call to discuss its 3Q 2019
results, during which ComEd’s then-CEO, Mr. Dominguez, acknowledged that practices would
need to change in light of the investigation, stating: “certainly, we’ll have learnings as a
consequence of it.” In the same call, Mr. Crane, Exelon’s longtime President and CEO,
acknowledged the serious financial impact if the legislation did not pass, which could require
Exelon to close its Illinois nuclear plants stating, “[w]e’re working on legislation that would
either secure the other 4 sites in the state through the FRR process or we’ll shut those plants
down.” Mr. Crane added, “[i]f, for some reason, we don’t garner support as a coalition in a large
group of stakeholders to go forward with the legislation, by what we see in the market forwards
27
According to the Company’s public filings, the SEC investigation remains ongoing.
Page 12

today, plants will start to shut down. That’s the reality if something doesn’t happen in the
spring.”
In response to Mr. Crane’s perceived threat to close plants and cost state jobs, the
Later that same day, Crain’s published an article entitled, “Another Federal Probe of
Exelon: This Time, It’s the SEC,” which noted that the SEC investigation “may not be confined
to Illinois.” In addition, referencing the statement by the Governor’s office, the Crain’s article
stated that “[t]he investigations of the [C]ompany were noted by a spokeswoman for Gov. J.B.
Pritzker, who responded negatively to [Mr.] Crane’s threat issued on the earnings call that
Exelon would close four Illinois nuclear plants if the state doesn’t pass legislation in the spring to
provide more ratepayer money to the financially pressured facilities.”
E. In 2020, Exelon and ComEd Finally Warn Stockholders of the Risks of the
Illicit Bribery Scheme, and Subsequently Enter Into the DPA as the Fallout
Continues
On February 11, 2020, Exelon and ComEd each separately filed the same combined
Annual Report on SEC Form 10-K for the year ending December 31, 2019 (“2019 Form 10-K”).
Unlike Exelon’s and ComEd’s previous SEC filings, which failed to disclose the risks of the
long-running illegal bribery scheme and criminal investigation, the 2019 Form 10-K warned
Exelon stockholders that the criminal investigation “could subject Exelon and ComEd to
criminal or civil penalties, sanctions or other remedial measures.” In addition, it also warned
stockholders for the first time that such investigations, penalties, and sanctions, or even “the
appearance of non-compliance with anti-corruption and anti-bribery laws, could have an adverse
impact on Exelon’s and ComEd’s reputation or relationship with regulatory and legislative
authorities, customers and other stakeholders, as well as their consolidated financial statements.”
On March 2, 2020, Crain’s published an article entitled, “Pritzker Recruits Former Utility
Nemesis for Help on State Energy Bill,” which reported that Governor Pritzker had hired a
former ICC chairman “to advise on legislation to advance more clean-energy development in
Illinois.” The article explained that the former ICC chairman had led then-Governor Quinn’s
efforts to veto EIMA in 2011, and that his hiring “gives [Governor] Pritzker some credibility in
his pledge that the comprehensive energy bill he wants the Legislature to take up this spring
won’t be a sop to the formerly clout-heavy ComEd and its parent, Chicago-based Exelon.
ComEd is under the microscope over its lobbying tactics and allegations of favor-trading and
Page 13

improper hiring in a wide-ranging federal probe of corruption in Springfield and local

governments around Illinois.”
On July 17, 2020, Exelon and ComEd filed an SEC Form 8-K disclosing that ComEd had
entered into the DPA. The Form 8-K stated: “Under the DPA, the [U.S. Attorney] will file a
single charge alleging that ComEd improperly gave and offered to give jobs, vendor
subcontracts, and payments associated with those jobs and subcontracts for the benefit of the
Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent
to influence the Speaker’s action regarding legislation affecting ComEd’s interests.” As noted
herein, ComEd is a controlled subsidiary of Exelon, and Exelon also filed the Form 8-K
attaching the DPA as an exhibit. The DPA stated that it was agreed to “pursuant to authority
both ComEd and Exelon. More specifically, the DPA stated that Exelon agreed that “the facts
alleged in the Information and described in the Statement of Facts are true and accurate.”
The DPA was signed by Exelon’s Executive Vice President for Compliance and Audit,
who attested that he had “carefully reviewed the terms of this [DPA] with the Exelon
Corporation . . . Board of Directors,” that he had “caused outside counsel for ComEd and
Exelon to advise the Exelon Board of Directors fully of the rights of ComEd, of possible
defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into the
Agreement,” and that he “voluntarily agree[d], on behalf of ComEd, to each of its terms.” The
DPA required ComEd to pay a $200 million criminal penalty28 and institute remedial policies
and practices including compliance testing, training, internal reporting, and discipline, and
further obligated ComEd to cooperate with, and provide periodic reports to, federal prosecutors.
Pursuant to the DPA, on July 17, 2020, the U.S. Attorney filed an Information charging
ComEd with bribery in violation of 18 U.S.C. §666(a)(2). Reflecting the admitted facts in the
DPA, the Information charged that ComEd “corruptly gave, offered, and agreed to give things
of value, namely, jobs, vendor subcontracts, and monetary payments associated with those jobs
and subcontracts, for the benefit of Public Official A and Public Official A’s associates, with
the intent to influence and reward Public Official A, as an agent of the State of Illinois.”
In an Exelon press release issued on July 17, 2020, Mr. Crane stated that Exelon had
conducted an internal investigation, and “[w]e concluded from the investigation that a small
number of senior ComEd employees and outside contractors orchestrated this misconduct, and
they no longer work for the company.” Further confirming that Ms. Pramaggiore’s and Mr.
28
According to Exelon’s public filings, this $200 million payment was made to the U.S.
Treasury in November 2020.
Page 14

Marquez’s purported “retirements” were actually terminations, 29 the Chicago Sun-Times (the
“Sun-Times”) reported later that day that, during an interview, Mr. Crane stated, “‘We have taken
all the corrective actions that we can against anybody that was orchestrating this. They are no
longer with ComEd.’”
Notably, Mr. Crane never stated whether his own conduct was the subject of the
Company’s internal investigation, which appeared to focus on those reporting to him. Moreover,
the Sun-Times reported that Ms. Pramaggiore, who Mr. Crane was clearly referring to as an
individual that “orchestrated” the “misconduct” and no longer worked for the Company, pushed
back on any notion that she or any ComEd employees acted unilaterally or without knowledge
of Exelon’s or ComEd’s senior executives. Ms. Pramaggiore reported directly to Mr. Crane and
a spokesperson for her issued a statement to the media addressing the allegations of bribery
payments, saying, “‘During her tenure, she and other current and former ComEd and Exelon
executives received, evaluated and granted many requests to provide appropriate and valuable
services to the companies, none of which constitute unlawful activity.’”
On July 21, 2020, Crain’s published an article calling for Mr. Crane to be removed as
President and CEO of Exelon, stating that “[Mr.] Crane also deserves to lose his job for
presiding over corruption on a breathtaking scale during eight years atop the parent company
of [ComEd]. The facts set forth in the [DPA] and criminal information unveiled on Friday
to Exelon’s business strategy.” After noting that Ms. Pramaggiore “orchestrated the hiring of
[Public Official A’s] pals as lobbyists and lawyers,” the article added, “[t]his was no penny-ante
one of [Mr.] Crane’s direct reports. In short, the corruption took place not merely on [Mr.]
Crane’s watch but under his nose.” The article further noted that “[a]s Exelon’s largest utility, it
couldn’t be more important to [Mr.] Crane’s goal of building up utility operations” and that [Mr.]
Crane “serves as a ComEd director, responsible for monitoring top utility execs.”
29
In September 2020, Mr. Marquez pled guilty in the criminal action against him captioned
United States of America v. Fidel Marquez, No. 1:20-cr-00602 (N.D. Ill.) (the “Marquez
Criminal Action”), in connection with his agreement to cooperate with federal prosecutors.
According to Mr. Marquez’s guilty plea, At the time of his guilty plea, the Tribune speculated
that “the fact that Marquez is now working with investigators significantly ramps up the pressure
against others who have been implicated – but not yet charged – in the scheme, including former
ComEd CEO Anne Pramaggiore; lobbyist and former ComEd executive John T. Hooker; Jay
Doherty, a consultant and former President of the City Club; and Michael McClain, a former
lobbyist for the utility and one of Madigan’s closest confidants.”
Page 15

On July 27, 2020, the Sun-Times published an article entitled, “To Keep Franchise,
ComEd Must Reform, Lightfoot Warns.” The article stated that Chicago Mayor Lori Lightfoot
(“Mayor Lightfoot”) “delivered a shape-up-or-else ultimatum in a letter she emailed to [the]
ComEd CEO.” The article noted that the letter stated Mayor Lightfoot was “‘deeply disturbed’”
by ComEd’s admissions and that she found “‘the company’s response thus far to this clearly
unethical behavior to be inadequate.’” To renew the franchise, the letter said, “‘the City expects
the company to implement (1) a comprehensive ethics reform plan that rebuilds trust with the
City, its residents and its businesses, and (2) my administration’s policy priorities around energy
and sustainability, equitable economic development, utility affordability and transparency.’”
According to the Sun-Times, the letter demanded “‘a significant commitment from the company
to right historic wrongs.’”
Two days later, on July 29, 2020, the ICC held a hearing to address ComEd’s admitted
conduct in the DPA. During the hearing, ICC commissioners emphasized the negative impact the
bribery scheme had on ComEd’s relationships with regulators, stating, for example, that the ICC
“must hold ComEd accountable under the Public Utilities Act and all relevant regulatory
mechanisms” and that the ICC “will not be rubber-stamping ComEd’s ethics policies.” In
responding to questions from the commissioners about the Company’s policy changes following
the bribery scheme, Exelon’s Executive Vice President of Compliance recognized the
pervasiveness of the scheme, saying, “[t]his was a huge mess. We are making some
correspondingly huge changes in our compliance controls.” He later added, “[w]e realize that
there is a significant public trust deficit. There is a – and in some ways, the most important cost
to us of this episode.”
Also during the hearing, Mr. Dominguez said that “ComEd has admitted the misconduct”
and that “[t]here are no excuses for our conduct.” According to media reports, a commissioner
raised a concern that customers would ultimately pay for the $200 million criminal penalty
through rate increases, but Mr. Dominguez said the cost would be borne by Exelon
shareholders. Specifically, Mr. Dominguez said it “will be paid from cash Exelon has on hand
and will be repaid by ComEd to Exelon as its shareholder out of profits that ComEd otherwise
would have earned,” the result of which “is that neither the cash nor equity position of ComEd
will be changed, and all of the funds will have come from the shareholder, Exelon.”
On August 4, 2020, the Company hosted a conference call to discuss its second quarter
2020 results. In his opening remarks, Mr. Crane seemed to acknowledge that investors and
legislators had been misled by the Company’s prior public statements, stating “We’re extremely
Page 16

asked whether the DPA would impact proposed legislation, Mr. Crane answered, “[t]here’s an
obvious issue that trust has been eroded. Although it’s isolated to ComEd, it has effect on all
[Exelon] entities. And so there’s been a lot of press reporting and there’s been some disappointed
Mr. Crane essentially admitted that the Company’s Code of Conduct had not been
followed and that legal compliance had not been monitored, stating, “We apologize for what
went on. We had a code of conduct that clearly defined the behaviors, but it wasn’t enough. And
so we’ve put controls in place to ensure it will never happen again. And we have to work with
stakeholders, not only legislative and elected folks, but our customers and our other stakeholders
and the communities that we serve to rebuild that trust.” Mr. Crane acknowledged the negative
impact from the scandal, stating, “[t]his is the most unfortunate thing to happen, not just because
of time, it’s because of trust. And it’s because of a small amount of individuals making decisions
that should not have been done, and it shouldn’t have gone undetected.”
On August 4, 2020, the Sun-Times published an article explaining how the investigation
hindered the favorable legislation sought by Exelon from passing. The article reported “we are
told by legislators and environmental advocates, the Pritzker administration last month quietly
and without explanation indefinitely ‘paused’ the efforts of legislative working groups that were
hammering out final details of the bill,” adding that “Illinois lawmakers had a chance to pass
energy legislation last summer, but put off a vote until spring, likely because they couldn’t
predict in what direction the federal investigation into ComEd might go. Nobody wanted to sign
on to a bill that might later be tainted by a scandal involving high-powered lobbyists.” The
article also acknowledged that Exelon’s inability to continue its bribery scheme lessened its
ability to pass favorable legislation, stating, “the scandal has pushed ComEd’s vaunted
Springfield lobbying operation to the sidelines, meaning lawmakers won’t be feeling the usual
intense pressure tactics as they attempt to draw up and vote on a progressive new energy bill.” In
fact, the article reported, “[t]he Illinois Clean Jobs Coalition is expected to announce Wednesday
that the draft Clean Energy Jobs Act has been revised to include ‘utility accountability rules,’
such as ending formula rates, which have allowed companies like ComEd to raise prices without
going before the [ICC]. Such rules would seem essential given that many of the reforms to which
ComEd has agreed as part of the [DPA] involve self-policing.”
F. Management Completely Abdicated its Oversight Role
By letter dated January 4, 2022, the Stockholder demanded access to the certain of the
Company’s non-public, Board-level materials. By letter dated January 26, 2022, the Company
agreed to a voluntary scope of production of certain internal, Board-level documents created
between February 8, 2019 and October 31, 2019 (and later agreed to search for responsive
documents dating back to 2015). The topics of the Board minutes and materials the Company
Page 17

agreed to produce included documents concerning, among other things, the Special Oversight
Committee, the Company’s compliance with all applicable federal and state anti-bribery laws,
the DPA, the ComEd Criminal Action, the Marquez Criminal Action, and investigations by the
U.S. Attorney and the SEC into the events described above. The Company produced over 500
pages of documents to Stockholder and, in April 2022, represented that its search for responsive
documents and production was complete.
The Board-level documents produced to Stockholder contain no discussion whatsoever of

any of the topics referenced in the previous paragraph. Accordingly, the Company has
confirmed that the Board, dating back to at least 2015, failed to conduct any investigation
regarding or even discuss the serious subject matters discussed herein. The Company has flatly
refused Stockholder’s demand to search for documents dating back as far as 2011, but a search
of older documents may well demonstrate that members of the Board and Management have
abdicated their duties of oversight dating back to the start of the misconduct described above.
Based on the conspicuous absence of any responsive, Board-level documents in the Company’s
completed document production, Stockholder demands that a thorough investigation of the
Board’s and Management’s oversight be conducted in connection with this Demand.
G. The Sustained Securities Action
Based on the events described above, in December 2019, the Securities Action was
initiated against the Company in the U.S. District Court for the Northern District of Illinois. The
operative complaint in the Securities Action was filed on September 16, 2020, and raised claims
under the federal securities laws against Exelon, ComEd, Mr. Crane, Mr. Von Hoene, Ms.
Pramaggiore, and Mr. Dominguez, on behalf of a class of investors who purchased or acquired
Exelon stock between February 8, 2019 and October 31, 2019 (the “Class Period”).
After the defendants filed motions to dismiss, on April 21, 2021, the Northern District of
Illinois sustained the Securities Action, almost in its entirety. Specifically, U.S. District Judge
Virginia M. Kendall (“Judge Kendall”) concluded that the lead plaintiff to the Securities Action
had sufficiently alleged that nearly all the defendants’ challenged public statements during the
Class Period were false and misleading and issued as part of a scheme to defraud Exelon
investors.30 Notably, Judge Kendall found that there was an inference of scienter based on the
lead plaintiff’s factual allegations because, among other things:
30
The only public statements challenged in the Securities Action which the Court found did
not satisfy the pleading standards applicable pursuant to the Private Securities Litigation Reform
Act of 1995 (the “PSLRA”) were Ms. Pramaggiore’s statements made during the Company’s
August 2019 earnings conference call.
Page 18

• “[T]he bribery scheme was worth millions of dollars to the Company and each
individual Defendant stood to gain from the scheme.”
• “[T]he individual Defendants oversaw the lobbying activities, participated in

fundraisers, had access to internal corporate documents and conversations
with officers and employees, reviewed reports on the topics on which they
spoke, and made public statements as well by signing public filings.”
• “Exelon spent more on lobbying than its peers, Defendants repeatedly

acknowledged that legislative successes were essential to business success, the
Company acknowledged a historically poor relationship with Public Official
A that dramatically improved during the bribery scheme, the financial benefits
procured during the bribery scheme were worth hundreds of millions of
dollars, [] the bribery scheme lasted 8 years, and ComEd was the largest of
Exelon’s utility companies.”
Significantly, Judge Kendall issued these stark findings notwithstanding the PSLRA’s
materially heightened pleading standards. Accordingly, the sustained Securities Action is now
proceeding towards trial.
H. Other Pending Litigation and Investigations
As a result of the eight year illicit bribery scheme, Exelon and ComEd are currently
facing other pending lawsuits and investigations, in addition to the sustained Securities Action
and ongoing SEC investigation. Specifically, a class action seeking restitution and compensatory
damages on behalf of ComEd customers is currently pending in Illinois state court, and on
August 12, 2021, the ICC commenced a proceeding under its general regulatory authority to
investigate whether the conduct described in the DPA resulted in ComEd’s recovery, through
rates, of costs that were not properly recoverable under law and, if so, what remedial action
should be taken.
II. DEMAND
In light of the above facts and events, the Stockholder hereby demands that the Board
protect the Company’s interests by immediately bringing legal action against the wayward
fiduciaries that have harmed Exelon. Specifically, the Stockholder demands the Board cause
Exelon to file a Complaint asserting claims for breach of fiduciary duty, aiding and abetting
breaches of fiduciary duties, unjust enrichment, contribution and indemnification against Mr.
Von Hoene, Mr. Crane, Ms. Pramaggiore, and Mr. Dominguez in the U.S. District Court for the
Northern District of Illinois. Additionally, the Stockholder demands that the Board shall cause
Page 19

Exelon to immediately file an Amended Answer in the Securities Action, and/or file a Cross-
Complaint against Mr. Von Hoene, Mr. Crane, Ms. Pramaggiore, and Mr. Dominguez asserting
these claims for relief and such other relief as the Board deems necessary to protect the
Company’s interests.
Further, the Board must investigate independently and in good faith which additional
current and former officers and directors of Exelon (including, but not limited to, Ms.
Pramaggiore, Mr. Marquez, and each of the individuals identified herein as a member of
Management) breached their fiduciary duties in connection with the events described herein, thus
leading to the Company’s substantial damages. The Board must further hold any such individuals
to account for the damages their fiduciary failures caused the Company including, without
limitation, seeking clawback of applicable compensation.
III. CONCLUSION
We trust that the Board, consistent with its own fiduciary duties of care, good faith, and
loyalty, will undertake the actions demanded above promptly. Indeed, the Board must
commence such proceedings as expeditiously as possible, keeping in mind the relevant statute of
limitations periods. The Board should secure tolling agreements from all potential defendants,
which will allow the Board to complete its investigation and pursue all appropriate legal
remedies given the concern that the proceedings cannot be initiated prior to the expiration of the
relevant statute of limitations. Moreover, to the extent that relevant statute of limitations periods
may expire prior to the Board commencing legal proceedings or obtaining tolling agreements,
the Board must investigate and pursue claims for breaches of fiduciary duties and/or legal
malpractice against those who allowed any statute of limitations periods to expire.
This letter is being sent so that, if derivative litigation on behalf of Exelon becomes
necessary, the Company will have been given the first opportunity to commence the demanded
litigation itself. Absent prompt action by the Company to obtain recovery of its damages and
prevent further damages, we intend to pursue legal redress on behalf of Stockholder and the
Company.
Page 20

Should you have any questions or concerns, please do not hesitate to contact us. We look
forward to discussing this Demand for Legal Action and hope and expect that this matter can be
resolved promptly.
Very truly yours,
Gustavo F. Bruckner
POMERANTZ LLP
and
Brett D. Stecker
SHUMAN, GLENN & STECKER
cc: Edmund Polubinski (via email only)

[email protected]
Mari Byrne (via email only)

[email protected]
Thomas Biemer (via email only)

[email protected]
John Higson (via email only)

[email protected]
Page 21

EXHIBIT A
EXHIBIT 15
Gustavo F. Bruckner
Partner
January 4, 2022
Via Overnight Courier and E-mail
Mayo A. Shattuck, III

Chairman of the Board of Directors
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
Attn.: Gayle Littleton, Executive Vice President, General Counsel
[email protected]
Re: Demand to Inspect Books and Records Pursuant to 15 Pa. C.S.A. § 1508
Dear Mr. Shattuck:
This letter serves as a stockholder demand for inspection of books and records (the
“Demand”) pursuant to 15 Pa. C.S.A. § 1508 (“Section 1508”). The undersigned law firms
represent Benjamin Jason Wax (the “Stockholder”), a record stockholder of Exelon Corporation
(“Exelon” or the “Company”). The Stockholder presently owns shares of Exelon stock and has
held such stock at all relevant times. A true and correct copy of the Stockholder’s Direct
Purchase Plan statement demonstrating the Stockholder’s ownership of Exelon stock is attached
hereto as Exhibit A. The Stockholder has appointed the undersigned firms to act on
Stockholder’s behalf in connection with this Demand by the Special Power of Attorney attached
hereto as Exhibit B. Also enclosed as Exhibit C is a verification on behalf of the Stockholder
confirming that the statements in this letter are true and correct to the best of Stockholder’s
knowledge, information, and belief.
I. Facts Giving Rise to the Demand
A. Background of the Company, Exelon’s Controlled Subsidiary ComEd, and

Its Long-Running Illegal Bribery Scheme
Exelon, a Pennsylvania corporation headquartered in Chicago, Illinois, is one of the

largest electric companies in the U.S. Exelon is a holding company which operates through two
groups of subsidiaries: (i) “Exelon Generation” operates electric power plants around the
country, and (ii) “Exelon Utilities” is a collection of six regulated utility companies that deliver
[email protected]

electricity to homes and businesses in particular regions. Exelon Generation operates six nuclear
power plants in Illinois. Commonwealth Edison Company (“ComEd”), a controlled subsidiary
of Exelon, is the largest of the utility companies within Exelon Utilities and is responsible for
delivering electricity to customers in northern Illinois.
With over 4 million customers, ComEd is Exelon’s largest and most important utility
company. For example, in 2018 ComEd reported $664 million in net income, representing more
than 30% of Exelon’s total reported net income for that year. Exelon is a publicly-traded
corporation and a filer with the U.S. Securities and Exchange Commission (the “SEC”), and
although ComEd is owned and controlled by Exelon and does not have its own publicly-traded
stock, ComEd issues debt securities to the public and therefore is also an SEC filer.
This Demand arises from the Company’s eight-year illegal bribery scheme designed to
influence Illinois lawmakers to enact legislation favorable to the Company. As Exelon admitted
on July 16, 2020 via a deferred prosecution agreement (“DPA”) entered in the criminal action
captioned United States of America v. Commonwealth Edison Company, No. 1:20-cr-00368
(N.D. Ill.) (the “ComEd Criminal Action”), this bribery scheme was executed by “senior
executives” and involves over $1.3 million in indirect payments made to designees of the
Speaker of the Illinois House of Representatives, referred to in the DPA and herein as “Public
Official A.”1 Further, Exelon issued a series of false and misleading public statements which
concealed the bribery scheme, touted the Company’s purported commitment to ethical conduct
and legitimate lobbying activities, claimed Exelon had never paid bribes, and emphasized the
additional revenues and benefits obtained as a result of the passage of favorable legislation. As
discussed herein, when the illicit bribery scheme eventually came to light, the consequences to
Exelon (and its shareholders) were severe.
B. Exelon and ComEd Operate in a Highly-Regulated Industry
Exelon and ComEd operate in a highly-regulated industry which is dependent upon the
continual passage of favorable legislation. For example, in their respective SEC filings, Exelon
and ComEd have emphasized that “[s]ubstantially all aspects of [their] businesses” are subject to
comprehensive government regulation and legislation. Exelon has acknowledged that the
businesses are “profoundly affected by decisions of elected and appointed officials.” As such, the
Company has repeatedly disclosed in political contributions reports that “[i]ssues vital to
1
“Public Official A” is Michael Madigan, who served in the Illinois House of
Representatives from 1971 until January 2021, and who served as Speaker for all but two years
from 1983 until 2021, making him the longest-serving leader of any state or federal legislative
body in U.S. history.
Page 2

Exelon’s ability to recognize value for its stakeholders” are decided in “state legislatures and
local forums across the country.”
Significantly, the legislative branch of Illinois, known as the Illinois General Assembly,
considers and passes legislation that directly impacts ComEd’s and Exelon Generation’s
profitability (and therefore Exelon’s overall profitability). Illinois legislation impacts
C. The Illicit Bribery Scheme Commences in 2011 and Continues Thereafter for
Eight Years
Given the significance of Illinois legislation to the Company’s profitability, Exelon and
ComEd historically engaged in considerable lobbying efforts, such as hiring outside lobbyists in
Illinois and employing internal lobbyists dedicated to Illinois legislation. However, for many
years leading up to 2011, Exelon had a poor relationship with Public Official A and its lobbying
efforts were unsuccessful. For example, Public Official A reportedly rejected a proposed rate
hike for ComEd in 2003, and in 2006 wrote a letter requesting that then-Governor Rod R.
Blagojevich call a special session to consider legislation which would freeze ComEd rates for
several years. In that 2006 letter, Public Official A claimed rate increases would “turn already
record earnings and profits” for ComEd “into exorbitant gains for their executives and
shareholders – at the expense of working families, senior citizens and those on fixed incomes.”
Then, in 2011, Exelon changed its strategy and began bribing Public Official A. As it has
been admitted in the DPA, “[f]rom in or around 2011 through in or around 2019, in an effort to
Exelon admitted that from 2011 into 2019, the “indirect payments made to Public Official A’s
associates – who performed little or no work for ComEd – totaled approximately $1,324,500.”
In addition, at Public Official A’s request, ComEd appointed an associate of Public Official A to
the ComEd Board of Directors (the “ComEd Board”), and ComEd also retained a law firm
favored by Public Official A and set up an internship program which hired interns from Public
Official A’s ward, all “with the intent to influence and reward Public Official A in connection
with [his] official duties.”
Page 3

In exchange for these bribes, the DPA notes that Exelon received the passage of
favorable legislation, providing ComEd with “greater than $150,000,000.” In addition to the
The financial benefits from Exelon’s shift in strategy from legitimate lobbying to a secret,
illegal bribery scheme were immediate and dramatic. For example, Exelon’s then-Chief Strategy
Officer (“CSO”), William A. Von Hoene, Jr. (“Mr. Von Hoene”), 2 stated in 2014: “We were in
bad stead with the speaker [Public Official A] for a long time. We’ve managed to crawl out of
that hole.” And the media took notice, as for example, Crain’s Chicago Business (“Crain’s”)
referred to Exelon’s “high-octane lobbying operation that made it the most influential company
in Springfield, [Illinois]” while WBEZ Chicago (“WBEZ”) referred to outside lobbyists retained
by Exelon and ComEd as a “powerhouse list of influencers at the state Capitol.” More
specifically, Exelon obtained passage of several key laws which provided substantial economic
benefits after initiating the bribery scheme in 2011.
First, in 2011, ComEd won approval of the Energy Infrastructure Modernization Act
financial analysts described as “one of the most difficult regulatory environments in the country”
to “one of the better ones in the U.S.” More specifically, EIMA replaced a contentious and
unpredictable process that ComEd previously engaged in with the Illinois Commerce
Commission (“ICC”) when requesting rate adjustments with a “formula rate” system that
essentially put rate-setting on cruise control, providing for predictable and repeated profits. In
addition, EIMA authorized ComEd to spend $2.6 billion on infrastructure improvements to
ComEd’s “grid” – the system of power lines and other components which delivers electricity to
consumers. This was significant because ComEd’s authorized rates are based, in part, on
providing a return on its assets, so the larger its asset base the more it could profit. The bribery
scheme was so successful that even though consumer advocates and the ICC opposed EIMA, the
Illinois General Assembly voted not just to enact the law, but also to override then-Governor
Patrick Quinn’s veto. In 2015, the Illinois General Assembly extended EIMA’s formula rates
through 2019. Anne R. Pramaggiore (“Ms. Pramaggiore”), the former Chief Executive Officer
(“CEO”) of Exelon Utilities,3 would later describe EIMA as a “game-changer for ComEd.”
2
Mr. Von Hoene joined Exelon in 2002 and served as Senior Executive Vice President and
CSO from 2012 until he departed the Company, effective March 31, 2021.
3
Ms. Pramaggiore served as CEO of Exelon Utilities and as Senior Executive Vice
President of Exelon starting in 2018. Ms. Pramaggiore also served as Vice Chairman of the
Page 4

Second, on December 1, 2016, the Illinois General Assembly voted to pass the Future
specifically, FEJA provided Exelon with up to $2.35 billion in subsidies over ten years to “bail
out” two failing Illinois nuclear plants. These payments would come in the form of up to $235
million in annual zero-emission credits (“ZECs”) paid to Exelon Generation for generating zero-
emission power from nuclear plants, the cost of which are passed through to ComEd’s
its profits, and extended the EIMA formula rates to 2022. The media and politicians commented
on Exelon’s powerful legislative influence, as FEJA was passed on the final day of the Illinois
yet voted on a budget for 2017. At that time, one Illinois representative – presumably unaware
of the bribery scheme which enabled Exelon to flex such power – questioned why the legislature
was even discussing “a multibillion-dollar corporate bailout for one of the most profitable energy
companies in the state” at such a time. In addition, financial analysts emphasized the positive
financial impact on the Company from EIMA and FEJA, and stated they were “impressed with
the lobbying success [Exelon] has had.”
The financial benefits from the long-running bribery scheme, as reflected in the passage
of EIMA and FEJA, were nothing short of exceptional for Exelon and ComEd. In addition to the
massive subsidies under FEJA to Exelon Generation, under EIMA’s formula rates, ComEd’s
electricity delivery rates increased by over 30% from 2013 to 2019 and its net income increased
by 176%, from $249 million in 2013 to $688 million in 2019.
Exelon stockholders, however, were kept in the dark for years, as the Company failed to
disclose that its legislative successes, and the significant financial benefits derived therefrom,
were illusory and exposed Exelon to massive financial risks because they were obtained through
an illegal bribery scheme. For example, in their public statements, Exelon and ComEd claimed
they were engaging in legitimate and legal lobbying efforts, such as “working with the coalitions
as hard as we can to have something . . . that the legislature supports” and presenting such
support when they “met with the leadership of both the House and Senate, talking about what
we need to do and them showing their support.” Exelon and ComEd concealed the bribery
scheme and reinforced their purported legitimate lobbying activities by claiming they were
“committed to conducting [their] business with government agencies and officials with the
highest ethical standards” and they “never . . . offer . . . any form of payment or incentive
intended to improperly influence a decision.”
ComEd Board starting in 2012. On October 15, 2019, Ms. Pramaggiore abruptly retired from all
of those positions. Previously, Ms. Pramaggiore served as CEO of ComEd from 2012 to 2018
and as President of ComEd from 2009 to 2018.
Page 5

D. The Truth Emerges
On July 18, 2019, the Chicago Tribune (the “Tribune”) published a report disclosing that
the Federal Bureau of Investigation (the “FBI”) “raided” the home of Michael McClain (“Mr.
McClain”), one of Exelon’s and ComEd’s top lobbyists,4 in “mid-May” pursuant to a search
warrant, which can only be obtained if federal law enforcement “convince[s] a judge there is
probable cause to believe a crime has been committed and that evidence of that crime exists in
the home.” The Tribune article reiterated that Mr. McClain was a long-time lobbyist for ComEd
and reported that “[Mr.] McClain was a point man in the discussions about major ComEd and
parent company Exelon legislation for decades. He retired as a lobbyist shortly after the passage
of legislation in December 2016 [FEJA] that raised electricity rates on Illinois residents and
Six days later, on July 24, 2019, the Tribune reported that, according to “[r]ecords
obtained by the Tribune,” $10,000 worth of checks were sent to Kevin Quinn (“Mr. Quinn”), a
“former top [Public Official A] lieutenant” and that “[t]he checks came from accounts linked to
five current or former lobbyists for utility giant ComEd, including . . . [Mr.] McClain.” The
article further reported that “[t]he FBI is looking at the checks as part of an ongoing
investigation, a source with knowledge of the probe told the Tribune.” The Tribune detailed the
following payments made from lobbyists connected to ComEd:
March 2019 to Mr. Quinn from the firm of John Bradley, a former state
• Two $1,000 checks dated January 2019 to Mr. Quinn from Cornerstone
Government Affairs (“Cornerstone”), where “ComEd is a Cornerstone client.”
4
Mr. McClain is an Illinois lobbyist who served as a member of the Illinois House of
Representatives with Public Official A from 1972 to 1982, at which time he began his lobbying
career. Mr. McClain was one of Public Official A’s “closest confidants” and a member of his
“inner circle,” serving as a “vitally important sounding board and strategist for the speaker.” As
reported by the Tribune, “[a]fter he became a lobbyist in the early 1980s, [Mr.] McClain often
could be found camped out in front of [Public Official A’s] third-floor Capitol office. [Mr.]
McClain, who frequently dined with [Public Official A] at his favorite Italian restaurant in
Springfield, provided [Public Official A] with a sounding board on legislative and political
strategy.” The Tribune reported that Mr. McClain “was a point man in the discussions about
major ComEd and parent company Exelon legislation for decades.” Mr. McClain is referred to as
“Individual A” in the DPA, which states that Mr. McClain has “a close personal relationship
with Public Official A.”
Page 6

• One $1,000 check dated December 2018 to Mr. Quinn from the lobbying firm
of Tom Cullen, a former Public Official A political director and “a former
ComEd lobbyist.”
• One $2,000 check dated January 2019 to Mr. Quinn from the lobbying firm of
• One $1,000 check dated January 2019 to Mr. Quinn from Mr. McClain.
Another $1,000 check was sent to Mr. Quinn from an unnamed businessman,
That same day, July 24, 2019, Crain’s published an article which discussed these
payments (similar to the report published by the Tribune) and also discussed the connection
ComEd’s legislative successes. In pertinent part, Crain’s reported as follows:
oversight.

Although the July 2019 investigative reports published by the Tribune and Crain’s
partially revealed the misconduct and an investigation connected to certain of the Company’s
outside lobbyists and Public Official A, Exelon’s false and misleading statements continued to
conceal the bribery scheme, the scope and extent of the misconduct, the direct involvement of
Page 7

the Company and its senior executives, and that the Company was facing a criminal investigation
which exposed it to significant criminal penalties and substantial risks to its legislative agenda.
On October 4, 2019, ComEd filed a Form 8-K with the SEC disclosing that Fidel
Marquez, Jr. (“Mr. Marquez”), ComEd’s Executive Vice President for Legislative and External
Affairs, had “retired” two days earlier. Next, on October 9, 2019, Exelon and ComEd filed a
Form 8-K with the SEC disclosing that Exelon and ComEd had “received a second grand jury
subpoena from the U.S. Attorney’s Office for the Northern District of Illinois that requires
production of records of any communications with certain individuals and entities, including
Illinois State Senator Martin Sandoval.” It further disclosed that “[o]n June 21, 2019, the Exelon
Corporation Board formed a Special Oversight Committee, consisting solely of independent
directors, to oversee [Exelon and ComEd’s] cooperation and compliance with the subpoena, any
further action taken by the U.S. Attorney and any resulting actions that may be required or
recommended.”
On October 15, 2019, Exelon issued a press release announcing the sudden “retirement”
of Ms. Pramaggiore from her roles as CEO of Exelon Utilities and Vice Chairman of the ComEd
Board, “effective immediately.” The next day, October 16, 2019, the Tribune published a report
entitled, “Exelon Utilities CEO Anne Pramaggiore Abruptly Retires Amid Federal Probe Into
Illinois Lobbying,” which stated that the “announcement of [Ms.] Pramaggiore’s retirement
came less than a week after Exelon and ComEd acknowledged they had received a second
subpoena” from federal investigators. The Tribune also reported that “[a] source with
knowledge of the investigation told the Tribune that Ms. Pramaggiore is one focus of the
ongoing federal probe” and that Ms. Pramaggiore declined an interview request “through a
spokesman at a crisis communications firm.” The article added, “[Ms.] Pramaggiore, who also
was senior executive vice president, was a key player in ComEd’s success over the years in
Springfield. Exelon and ComEd employ one of the largest lobbying contingents at the Capitol
and historically are among the biggest campaign contributors to state lawmakers.”
Investigative journalists continued to confirm that ComEd and its employees were
investigatory targets in the following days. For example, on October 18, 2019, WBEZ published
an article entitled, “Source Feds Focus On Clout Hires at ComEd, Leader of Chicago’s City
Club” which stated: “Federal investigators are looking into allegations that [ComEd] hired
multiple politically connected employees and consultants in exchange for favorable government
actions, including electricity rate increases, WBEZ has learned. A source involved in the
investigation said authorities believe many of the clout hires at the state’s largest electric utility
got paid but did little or no work, and some of them have ties to [Public Official A].” The article
Page 8

added that “agents investigating those hires are also probing the role played by Jay Doherty, a
longtime lobbyist for ComEd and president of the City Club of Chicago, the source said.” 5
WBEZ noted that “ComEd depends on Springfield lawmakers and regulators for
permission to increase electricity rates for its more than 4 million Illinois customers” and
highlighted the departures of Ms. Pramaggiore and Mr. Marquez, as well as the departure of
“John Hooker [as an external] lobbyist [for] ComEd.”6 The article noted the negative impact on
Exelon’s stock price from the revelation that Company employees were under investigation,
stating, “[t]he federal probe and [Ms.] Pramaggiore’s exit this week already had shaken investor
confidence in Exelon – and caused a dip in the [C]ompany’s stock price. The Chicago based
company, which trades on the NASDAQ exchange, fell 2 percent Thursday [October 17, 2019]
to a little over $44 a share. That was its lowest level since December.”
The following week, on October 21, 2019, the Tribune reported that a subpoena and
search warrant had been executed at the City Club of Chicago, where Mr. Doherty was President.
The article reported that the subpoena and search warrant were “executed in mid-May, [and]
requested information about several ComEd officials, including Anne Pramaggiore, a source
said.” The Tribune added that “[t]wo other longtime ComEd lobbyists – John Hooker and Fidel
On October 24, 2019, Crain’s published an article again discussing the financial risk of
the new legislation not passing, saying that “[i]f a legal cloud hovering over Exelon persists,
state legislation bailing out more of the [C]ompany’s nuclear power plants and extending highly
generous regulatory treatment for its [ComEd] utility isn’t likely to pass when state lawmakers
reconvene next year, either.” Crain’s noted that “[a]ny threat to Exelon’s legislative clout
worries Wall Street. The Oct. 15 retirement of Anne Pramaggiore, CEO of Exelon’s regulated
electric utilities, sent Exelon stock tumbling more than 6 percent.” The article added that the
investigation could make Governor J.B. Pritzker less likely to support the legislation: “In a
statement, a spokeswoman makes it clear that the subpoenas got [Governor] Pritzker’s attention.
‘Given the current federal investigation, it’s more important than ever to ensure that the public
has confidence in any energy proposals that move through the legislature.’”
On October 31, 2019, Exelon and ComEd each separately filed the same combined
Quarterly Report on SEC Form 10-Q for the quarter ending September 30, 2019 (“3Q19 Form
10-Q”). The 3Q19 Form 10-Q disclosed that, in addition to the subpoenas from the U.S.
5
Jay Doherty (“Mr. Doherty”) was another key outside lobbyist for ComEd.
6
John Hooker (“Mr. Hooker”) was Mr. Marquez’s predecessor and another key lobbyist
for Exelon and ComEd.
Page 9

Attorney’s Office for the Northern District of Illinois (the “U.S. Attorney”), “[o]n October 22,
2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their
lobbying activities. Exelon and ComEd have cooperated fully and intend to continue to cooperate
fully and expeditiously with the U.S. Attorney’s Office and the SEC. Exelon and ComEd cannot
predict the outcome of the subpoenas or the SEC investigation.” 7
Also on October 31, 2019, the Company hosted a conference call to discuss its 3Q 2019
results, during which ComEd’s then-CEO, Joseph Dominguez (“Mr. Dominguez”), 8
acknowledged that practices would need to change in light of the investigation, stating:
“certainly, we’ll have learnings as a consequence of it.” In the same call, Chris M. Crane (“Mr.
Crane”), Exelon’s longtime President and CEO, 9 acknowledged the serious financial impact if
the legislation did not pass, which could require Exelon to close its Illinois nuclear plants stating,
“[w]e’re working on legislation that would either secure the other 4 sites in the state through the
FRR process or we’ll shut those plants down.” Mr. Crane added, “[i]f, for some reason, we don’t
garner support as a coalition in a large group of stakeholders to go forward with the legislation,
by what we see in the market forwards today, plants will start to shut down. That’s the reality if
something doesn’t happen in the spring.”
In response to Mr. Crane’s perceived threat to close plants and cost state jobs, the
Later that same day, Crain’s published an article entitled, “Another Federal Probe of
Exelon: This Time, It’s the SEC,” which noted that the SEC investigation “may not be confined
to Illinois.” In addition, referencing the statement by the Governor’s office, the Crain’s article
stated that “[t]he investigations of the [C]ompany were noted by a spokeswoman for Gov. J.B.
Pritzker, who responded negatively to [Mr.] Crane’s threat issued on the earnings call that
Exelon would close four Illinois nuclear plants if the state doesn’t pass legislation in the spring to
provide more ratepayer money to the financially pressured facilities.”
7
According to the Company’s public filings, the SEC investigation remains ongoing.
8
Mr. Dominguez joined Exelon in 2002 and has served as CEO of Exelon Generation
since October 2021. Mr. Dominguez served as CEO of ComEd from 2018 until October 2021.
9
Mr. Crane has served as Exelon’s President since 2008. In addition, since 2012, Mr.
Crane has served as Exelon’s CEO and as a member of Exelon’s Board of Directors (the “Exelon
Board”).
Page 10

E. In 2020, Exelon and ComEd Finally Warn Stockholders of the Risks of the
Illicit Bribery Scheme, and Subsequently Enter Into the DPA as the Fallout
Continues
On February 11, 2020, Exelon and ComEd each separately filed the same combined
Annual Report on SEC Form 10-K for the year ending December 31, 2019 (“2019 Form 10-K”).
Unlike Exelon’s and ComEd’s previous SEC filings, which failed to disclose the risks of the
long-running illegal bribery scheme and criminal investigation, the 2019 Form 10-K warned
Exelon stockholders that the criminal investigation “could subject Exelon and ComEd to
criminal or civil penalties, sanctions or other remedial measures.” In addition, it also warned
stockholders for the first time that such investigations, penalties, and sanctions, or even “the
appearance of non-compliance with anti-corruption and anti-bribery laws, could have an adverse
impact on Exelon’s and ComEd’s reputation or relationship with regulatory and legislative
authorities, customers and other stakeholders, as well as their consolidated financial statements.”
On March 2, 2020, Crain’s published an article entitled, “Pritzker Recruits Former Utility
Nemesis for Help on State Energy Bill,” which reported that Governor Pritzker had hired a
former ICC chairman “to advise on legislation to advance more clean-energy development in
Illinois.” The article explained that the former ICC chairman had led then-Governor Quinn’s
efforts to veto EIMA in 2011, and that his hiring “gives [Governor] Pritzker some credibility in
his pledge that the comprehensive energy bill he wants the Legislature to take up this spring
won’t be a sop to the formerly clout-heavy ComEd and its parent, Chicago-based Exelon.
ComEd is under the microscope over its lobbying tactics and allegations of favor-trading and
improper hiring in a wide-ranging federal probe of corruption in Springfield and local
governments around Illinois.”
On July 17, 2020, Exelon and ComEd filed an SEC Form 8-K disclosing that ComEd had
entered into the DPA. The Form 8-K stated: “Under the DPA, the [U.S. Attorney] will file a
single charge alleging that ComEd improperly gave and offered to give jobs, vendor
subcontracts, and payments associated with those jobs and subcontracts for the benefit of the
Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent
to influence the Speaker’s action regarding legislation affecting ComEd’s interests.” As noted
herein, ComEd is a controlled subsidiary of Exelon, and Exelon also filed the Form 8-K
attaching the DPA as an exhibit. The DPA stated that it was agreed to “pursuant to authority
both ComEd and Exelon. More specifically, the DPA stated that Exelon agreed that “the facts
alleged in the Information and described in the Statement of Facts are true and accurate.”
The DPA was signed by Exelon’s Executive Vice President for Compliance and Audit,
who attested that he had “carefully reviewed the terms of this [DPA] with the Exelon
Page 11

Corporation . . . Board of Directors,” that he had “caused outside counsel for ComEd and
Exelon to advise the Exelon Board of Directors fully of the rights of ComEd, of possible
defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into the
Agreement,” and that he “voluntarily agree[d], on behalf of ComEd, to each of its terms.” The
DPA required ComEd to pay a $200 million criminal penalty10 and institute remedial policies
and practices including compliance testing, training, internal reporting, and discipline, and
further obligated ComEd to cooperate with, and provide periodic reports to, federal prosecutors.
Pursuant to the DPA, on July 17, 2020, the U.S. Attorney filed an Information charging
ComEd with bribery in violation of 18 U.S.C. §666(a)(2). Reflecting the admitted facts in the
DPA, the Information charged that ComEd “corruptly gave, offered, and agreed to give things
of value, namely, jobs, vendor subcontracts, and monetary payments associated with those jobs
and subcontracts, for the benefit of Public Official A and Public Official A’s associates, with
the intent to influence and reward Public Official A, as an agent of the State of Illinois.”
In an Exelon press release issued on July 17, 2020, Mr. Crane stated that Exelon had
conducted an internal investigation, and “[w]e concluded from the investigation that a small
number of senior ComEd employees and outside contractors orchestrated this misconduct, and
they no longer work for the company.” Further confirming that Ms. Pramaggiore’s and Mr.
Marquez’s purported “retirements” were actually terminations, 11 the Chicago Sun-Times (the
“Sun-Times”) reported later that day that, during an interview, Mr. Crane stated, “‘We have taken
all the corrective actions that we can against anybody that was orchestrating this. They are no
longer with ComEd.’”
Notably, Mr. Crane never stated whether his own conduct was the subject of the
Company’s internal investigation, which appeared to focus on those reporting to him. Moreover,
the Sun-Times reported that Ms. Pramaggiore, who Mr. Crane was clearly referring to as an
10
According to Exelon’s public filings, this $200 million payment was made to the U.S.
Treasury in November 2020.
11
In September 2020, Mr. Marquez pled guilty in the criminal action against him captioned
United States of America v. Fidel Marquez, No. 1:20-cr-00602 (N.D. Ill.) (the “Marquez
Criminal Action”), in connection with his agreement to cooperate with federal prosecutors.
According to Mr. Marquez’s guilty plea, At the time of his guilty plea, the Tribune speculated
that “the fact that Marquez is now working with investigators significantly ramps up the pressure
against others who have been implicated – but not yet charged – in the scheme, including former
ComEd CEO Anne Pramaggiore; lobbyist and former ComEd executive John T. Hooker; Jay
Doherty, a consultant and former President of the City Club; and Michael McClain, a former
lobbyist for the utility and one of Madigan’s closest confidants.”
Page 12

individual that “orchestrated” the “misconduct” and no longer worked for the Company, pushed
back on any notion that she or any ComEd employees acted unilaterally or without knowledge
of Exelon’s or ComEd’s senior executives. Ms. Pramaggiore reported directly to Mr. Crane and
a spokesperson for her issued a statement to the media addressing the allegations of bribery
payments, saying, “‘During her tenure, she and other current and former ComEd and Exelon
executives received, evaluated and granted many requests to provide appropriate and valuable
services to the companies, none of which constitute unlawful activity.’”
On July 21, 2020, Crain’s published an article calling for Mr. Crane to be removed as
President and CEO of Exelon, stating that “[Mr.] Crane also deserves to lose his job for
presiding over corruption on a breathtaking scale during eight years atop the parent company
of [ComEd]. The facts set forth in the [DPA] and criminal information unveiled on Friday
to Exelon’s business strategy.” After noting that Ms. Pramaggiore “orchestrated the hiring of
[Public Official A’s] pals as lobbyists and lawyers,” the article added, “[t]his was no penny-ante
one of [Mr.] Crane’s direct reports. In short, the corruption took place not merely on [Mr.]
Crane’s watch but under his nose.” The article further noted that “[a]s Exelon’s largest utility, it
couldn’t be more important to [Mr.] Crane’s goal of building up utility operations” and that [Mr.]
Crane “serves as a ComEd director, responsible for monitoring top utility execs.”
On July 27, 2020, the Sun-Times published an article entitled, “To Keep Franchise,
ComEd Must Reform, Lightfoot Warns.” The article stated that Chicago Mayor Lori Lightfoot
(“Mayor Lightfoot”) “delivered a shape-up-or-else ultimatum in a letter she emailed to [the]
ComEd CEO.” The article noted that the letter stated Mayor Lightfoot was “‘deeply disturbed’”
by ComEd’s admissions and that she found “‘the company’s response thus far to this clearly
unethical behavior to be inadequate.’” To renew the franchise, the letter said, “‘the City expects
the company to implement (1) a comprehensive ethics reform plan that rebuilds trust with the
City, its residents and its businesses, and (2) my administration’s policy priorities around energy
and sustainability, equitable economic development, utility affordability and transparency.’”
According to the Sun-Times, the letter demanded “‘a significant commitment from the company
to right historic wrongs.’”
Two days later, on July 29, 2020, the ICC held a hearing to address ComEd’s admitted
conduct in the DPA. During the hearing, ICC commissioners emphasized the negative impact the
bribery scheme had on ComEd’s relationships with regulators, stating, for example, that the ICC
“must hold ComEd accountable under the Public Utilities Act and all relevant regulatory
mechanisms” and that the ICC “will not be rubber-stamping ComEd’s ethics policies.” In
responding to questions from the commissioners about the Company’s policy changes following
Page 13

the bribery scheme, Exelon’s Executive Vice President of Compliance recognized the
pervasiveness of the scheme, saying, “[t]his was a huge mess. We are making some
correspondingly huge changes in our compliance controls.” He later added, “[w]e realize that
there is a significant public trust deficit. There is a – and in some ways, the most important cost
to us of this episode.”
Also during the hearing, Mr. Dominguez said that “ComEd has admitted the misconduct”
and that “[t]here are no excuses for our conduct.” According to media reports, a commissioner
raised a concern that customers would ultimately pay for the $200 million criminal penalty
through rate increases, but Mr. Dominguez said the cost would be borne by Exelon
shareholders. Specifically, Mr. Dominguez said it “will be paid from cash Exelon has on hand
and will be repaid by ComEd to Exelon as its shareholder out of profits that ComEd otherwise
would have earned,” the result of which “is that neither the cash nor equity position of ComEd
will be changed, and all of the funds will have come from the shareholder, Exelon.”
On August 4, 2020, the Company hosted a conference call to discuss its second quarter
2020 results. In his opening remarks, Mr. Crane seemed to acknowledge that investors and
legislators had been misled by the Company’s prior public statements, stating “We’re extremely
asked whether the DPA would impact proposed legislation, Mr. Crane answered, “[t]here’s an
obvious issue that trust has been eroded. Although it’s isolated to ComEd, it has effect on all
[Exelon] entities. And so there’s been a lot of press reporting and there’s been some disappointed
Mr. Crane essentially admitted that the Company’s Code of Conduct had not been
followed and that legal compliance had not been monitored, stating, “We apologize for what
went on. We had a code of conduct that clearly defined the behaviors, but it wasn’t enough. And
so we’ve put controls in place to ensure it will never happen again. And we have to work with
stakeholders, not only legislative and elected folks, but our customers and our other stakeholders
and the communities that we serve to rebuild that trust.” Mr. Crane acknowledged the negative
impact from the scandal, stating, “[t]his is the most unfortunate thing to happen, not just because
of time, it’s because of trust. And it’s because of a small amount of individuals making decisions
that should not have been done, and it shouldn’t have gone undetected.”
On August 4, 2020, the Sun-Times published an article explaining how the investigation
hindered the favorable legislation sought by Exelon from passing. The article reported “we are
told by legislators and environmental advocates, the Pritzker administration last month quietly
Page 14

and without explanation indefinitely ‘paused’ the efforts of legislative working groups that were
hammering out final details of the bill,” adding that “Illinois lawmakers had a chance to pass
energy legislation last summer, but put off a vote until spring, likely because they couldn’t
predict in what direction the federal investigation into ComEd might go. Nobody wanted to sign
on to a bill that might later be tainted by a scandal involving high-powered lobbyists.” The
article also acknowledged that Exelon’s inability to continue its bribery scheme lessened its
ability to pass favorable legislation, stating, “the scandal has pushed ComEd’s vaunted
Springfield lobbying operation to the sidelines, meaning lawmakers won’t be feeling the usual
intense pressure tactics as they attempt to draw up and vote on a progressive new energy bill.” In
fact, the article reported, “[t]he Illinois Clean Jobs Coalition is expected to announce Wednesday
that the draft Clean Energy Jobs Act has been revised to include ‘utility accountability rules,’
such as ending formula rates, which have allowed companies like ComEd to raise prices without
going before the [ICC]. Such rules would seem essential given that many of the reforms to which
ComEd has agreed as part of the [DPA] involve self-policing.”
F. The Sustained Securities Class Action
Based on the events described above, in December 2019, a securities fraud class action
was initiated against the Company in the U.S. District Court for the Northern District of Illinois.
The operative complaint in that case, captioned Flynn v. Exelon Corporation, et al., No. 19-C-
8209 (the “Securities Class Action”), was filed on September 16, 2020, and raised claims under
the federal securities laws against Exelon, ComEd, Mr. Crane, Mr. Von Hoene, Ms.
Pramaggiore, and Mr. Dominguez, on behalf of a class of investors who purchased or acquired
Exelon stock between February 8, 2019 and October 31, 2019 (the “Class Period”).
After the defendants filed motions to dismiss, on April 21, 2021, the Northern District of
Illinois sustained the Securities Class Action, almost in its entirety. Specifically, U.S. District
Judge Virginia M. Kendall (“Judge Kendall”) concluded that the lead plaintiff to the Securities
Class Action had sufficiently alleged that nearly all the defendants’ challenged public statements
during the Class Period were false and misleading and issued as part of a scheme to defraud
Exelon investors.12 Notably, Judge Kendall found that there was an inference of scienter based
on the lead plaintiff’s factual allegations because, among other things:
• “[T]he bribery scheme was worth millions of dollars to the Company and each
individual Defendant stood to gain from the scheme.”
12
The only public statements challenged in the Securities Class Action which the Court
found did not satisfy the pleading standards applicable pursuant to the Private Securities
Litigation Reform Act of 1995 (the “PSLRA”) were Ms. Pramaggiore’s statements made during
the Company’s August 2019 earnings conference call.
Page 15

• “[T]he individual Defendants oversaw the lobbying activities, participated in

fundraisers, had access to internal corporate documents and conversations
with officers and employees, reviewed reports on the topics on which they
spoke, and made public statements as well by signing public filings.”
• “Exelon spent more on lobbying than its peers, Defendants repeatedly

acknowledged that legislative successes were essential to business success, the
Company acknowledged a historically poor relationship with Public Official
A that dramatically improved during the bribery scheme, the financial benefits
procured during the bribery scheme were worth hundreds of millions of
dollars, [] the bribery scheme lasted 8 years, and ComEd was the largest of
Exelon’s utility companies.”
Significantly, Judge Kendall issued these stark findings notwithstanding the PSLRA’s
materially heightened pleading standards. Accordingly, the sustained Securities Class Action is
now proceeding towards trial.
G. Other Pending Litigation and Investigations
As a result of the eight year illicit bribery scheme, Exelon and ComEd are currently
facing other pending lawsuits and investigations, in addition to the sustained Securities Class
Action and ongoing SEC investigation. Specifically, a class action seeking restitution and
compensatory damages on behalf of ComEd customers is currently pending in Illinois state
court, and on August 12, 2021, the ICC commenced a proceeding under its general regulatory
authority to investigate whether the conduct described in the DPA resulted in ComEd’s recovery,
through rates, of costs that were not properly recoverable under law and, if so, what remedial
action should be taken.
II. The Stockholder Has a Proper Purpose for Making This Demand:
Investigating Potential Wrongdoing and Breaches of Fiduciary Duties at Exelon
Based on the foregoing, the Stockholder makes this Section 1508 demand for the proper
purposes of: (a) investigating mismanagement or wrongdoing and breach of fiduciary duties of
loyalty, good faith and due care on the part of Exelon’s officers and directors with respect to the
above-described matters; (b) investigating whether the policies and processes employed by the
Board in overseeing compliance with applicable laws and regulations are sufficient, including
whether statements made about the financial or operational condition of the Company and its
compliance with relevant laws and regulations were materially false and misleading; and (c)
determining whether Exelon’s current directors are fit to continue serving on the Board.
Page 16

In addition, the Stockholder makes this Section 1508 demand in connection with a
potential, subsequent pre-suit demand to be issued upon the Board under Pennsylvania law to
initiate and maintain litigation on behalf of the Company related to any breaches of fiduciary
duties as detailed in (a)-(b) above; and the determination as to whether the Stockholder should
vote for or against current members of the Board seeking re-election to the Board at the next
shareholder election.
This Demand to inspect Exelon’s books and records is undertaken in good faith and
pertains to the Stockholder’s interest in reviewing the manner in which Exelon is being managed.
The below demands are necessary and essential to effectuate the Stockholder’s purpose.
III. Books and Records Requested
1. A complete set of minutes of meetings of the Board and all materials provided
thereto, or any committee thereof, including but not limited to the Special
Oversight Committee, concerning all federal and state anti-bribery laws
applicable to the Company from 2011 to the present;
Oversight Committee, concerning the Company’s compliance with all applicable
federal and state anti-bribery laws from 2011 to the present;
Oversight Committee, concerning the Company’s efforts to secure the passage of
EIMA and FEJA;
4. The final report of the Special Oversight Committee’s review of the events
described herein;
5. All minutes or Board books, reports, handouts, emails, and other materials
provided or sent to the members of Exelon’s Board, or any subcommittees
thereof, including but not limited to the Special Oversight Committee, concerning
the DPA;
the ComEd Criminal Action;
Page 17

the Marquez Criminal Action;
the investigations by the U.S. Attorney and the SEC into the events described
herein;
thereof, including but not limited to the Special Oversight Committee, regarding
any or all of the reports described herein published by the Tribune, Crain’s,
WBEZ, and/or the Sun-Times;
10. All documents produced in response to any subpoenas or requests for production
of documents issued by the SEC, the U.S. Attorney, the ICC, or any other
government agency or regulator, concerning the allegations of misconduct and
events described herein;
11. All communications between the Company or its employees and any U.S.
governmental agency, including, but not limited to, the SEC, the U.S. Attorney, or
any agency, employee, or representative thereof, concerning the allegations of
misconduct referenced herein;
12. All communications between the Company or its employees and any Illinois state
governmental or regulatory agency, including, but not limited to, the ICC, or any
employee or representative thereof, concerning the allegations of misconduct
referenced herein;
Oversight Committee, concerning the resignations of Mr. Marquez and/or Ms.
Pramaggiore;
14. All communications between the Board, or any of its members, and Mr. Marquez
and/or Ms. Pramaggiore concerning their resignations;
Page 18

15. The Company’s personnel files for Mr. Marquez and/or Ms. Pramaggiore;
16. All documents produced to any other stockholder or their counsel in response to a
demand pursuant to Section 1508 or in connection with any stockholder litigation
that is related to the allegations contained herein.
IV. Conclusion
For purposes of the foregoing Demand, the Stockholder requests that the Company
provide or otherwise make available all such information up to the date in which the Company
actually and fully complies with the Demand and requests herein. The Stockholder further
requests that the Company provide or otherwise make available all additions, changes, and
corrections to any of the requested information from the time of this Demand to the time of any
written confirmation that this inspection has concluded.
The Stockholder agrees to bear all reasonable costs required to be paid by Section 1508
that are incurred by the Company in connection with obtaining and furnishing the requested
information and other materials. The Stockholder further agrees to enter into a reasonable
confidentiality agreement concerning the use of all documents produced by the Company
pursuant to this Demand.
To reduce costs for the Company, the Stockholder requests that the Company produce the
files electronically, as PDF documents organized as a single PDF document for each separate
meeting. By way of example, if the Board met on the first of January, April, July and October,
the Company would produce four separate PDF documents with one PDF per meeting with
minutes, agendas and all supporting materials attached to that document. The Stockholder further
requests that the PDF documents be produced after having been processed using optical
character recognition (or OCR).
Pursuant to Section 1508, if you do not respond to this Demand within five (5) business
days, the Stockholder may apply for a Court order compelling inspection. We agree to treat any
documents produced as “attorneys’ eyes only” pending the execution of a confidentiality
agreement.
Page 19

We look forward to your prompt response.
Very truly yours,
Gustavo F. Bruckner
POMERANTZ LLP
and
Brett D. Stecker
SHUMAN GLENN & STECKER
Page 20

EXHIBIT A
EQ Shareowner Services shareowneronline.com
PO Box 64945 1-800-626-8729
St Paul MN 55164-0945 651-450-4064
BENJAMIN JASON WAX Company Name: Exelon Corporation
Description: Common Stock
CUSIP: N101
Account Number: 2060
Statement Date: December 10, 2021
Direct Purchase Plan Account Statement

IMPORTANT: Retain this statement for your investment, tax, and cost-basis records.
Year to Date Amounts Current Dividend
Gross Dividends Reinvested $2,496.90 Record Date 11/15/2021

Services Charges Company Paid $1.56 Payable Date 12/10/2021
Commissions Paid By You $3.62 Dividend Rate $0.3825
Account Value
Account Balances Record Date Current
Transaction Details:
Transaction or Transaction Type Gross Amount Service Charge Brokerage Net Amount Price Per Shares Increased
Settlement Date Commissions Share or Decreased
[EXC1] [12/11/2021] Statement Page 1 of 5

EXHIBIT B
EXHIBIT C
EXHIBIT 16
GEOFFREY+JOHNSON
+ Via E-Mail +
March 16, 2023
Special Litigation Committee of the Board of Directors of Exelon Corporation

c/o
Dechert LLP
35 West Wacker Drive,
Suite 3400, Chicago, IL, 60601-1608
[email protected]
Re: Investigation, Corporate Reform, and Litigation Demand
To the Board of Directors of Exelon Corporation:
Our firm represents the City of Coral Springs Police Officers' Pension Plan (“Stockholder”), a
beneficial owner of Exelon Corporation (“Exelon” or the “Company”), a Pennsylvania corporation, common
stock. We write to demand: (i) that the Company investigate, under 15 Pa. C.S.A. §1781, misconduct
implicating breach of fiduciary duty at the Company and at its subsidiary, Commonwealth Edison Company
(“ComEd”); and (ii) aiding and abetting of breach of fiduciary duty claims against third parties. These breaches
of fiduciary duty, or the aiding and abetting thereof, relate to the recent long-standing course of bribery and
similar misconduct that ComEd admitted to on July 17, 2020, in its deferred prosecution agreement (“DPA”)
with the United States Attorney of Northern District of Illinois (“USAO”). The Stockholder demands that, if
appropriate, the Board commence litigation against Company or ComEd’s directors and officers who have
violated their fiduciary duties to Exelon stockholders, and that the Company engage in immediate corporate
reforms (the “Demand”).
I. Background Giving Rise to the Demand
A. ComEd Admits to a Longstanding Bribery of Top Illinois Officials.
According to the DPA, between 2011 to 2019, ComEd “corruptly gave, offered, and agreed to give
things of value, namely, jobs, vendors subcontractors, and monetary payments associated with those jobs
and subcontracts, for the benefit of Public Official A and Public Official A’s associates, with the intent to
influence and reward Public Official A, as an agent of the State of Illinois, a State government that during
each of the twelve-month calendar years from 2011 to 2019, received federal benefits in excess of $10,000,
in connection with any business, transaction, and series of transactions of $5,000 or more of the State of
Illinois, namely, legislation affecting ComEd and its business.” See DPA, United States of America v.
Commonwealth Edison Co., No. 20-cr-00368 (N.D. Ill. July 17, 2020), ECF No. 3 at 21-22. Although most of
the culpable individuals are not named in the DPA, related news coverage and litigation have revealed many
of the key players. Anne Pramaggiore (“Pramaggiore”), the chief executive officer (“CEO”) of ComEd from
late 2011 to 2018, and the CEO of Exelon Utilities from 2018 to October 2019, and Fidel Marquez
(“Marquez”), the head of regulatory affairs at ComEd, were the key officers at ComEd who were involved,
although the DPA also states that other unnamed ComEd personnel were involved. The public official who
was at the center of the bribery scandal is Speaker of the Illinois House of Representatives, Michael J.
Madigan (“Madigan”). Michael McClain (“McClain”), a lobbyist and former Illinois Assemblyman, former
Dechert LLP
March 16, 2023
Page 2
ComEd executive and current lobbyist John Hooker (“Hooker”) (who became a lobbyist), and Jay Doherty
(“Doherty”), a consultant, also were heavily involved: their identities were pieced together in a RICO lawsuit
filed shortly after the DPA was entered. Michael R. Zalewski (“Zalewski”) is a former Chicago official who
was also identified in the RICO suit as one of the associates of Madigan in the DPA who received bribes.
According to the DPA, the RICO suit, and news reports, between 2011 to 2019, ComEd induced
Madigan, the Speaker of the House, to undertake actions in favor of ComEd, such as shepherd legislation
favorable to ComEd. The DPA highlighted two pieces of legislation that Madigan shepherded for ComEd:
(1) the Energy Infrastructure and Modernization Act (“EIMA”) in 2011, which provided for a regulatory process
that helped ComEd more reliably determine the rates it could charge customers; and (2) the Future Energy
Jobs Act (“FEJA”) in 2016, which renewed the regulatory process that benefited ComEd. According to the
RICO suit, EIMA’s formula rate process allowed ComEd to increase its rates by approximately 35% since
2011. The RICO suit also states that FEJA will allow ComEd to provide Exelon Generation with
approximately $2.3 billion of revenue, through collecting zero emission credit charges, over 10 years.
In return for Madigan’s legislative help, ComEd bribed him through arranging jobs and contracts for
his associates, which Madigan asked for, even though his associates performed little of value to ComEd.
ComEd disguised these payments through either generically describing them as payments to consultants, or
through folding them as payments to Doherty or his company, Doherty and Associates, who would engage
the Madigan associates as subcontractors. The DPA highlighted four patterns of conduct, summarized
below.
Between 2011 to 2019, ComEd either retained employees or contractors, or routed them through
Doherty, at Madigan and McClain’s behest, for a total cost of $1,324,500. DPA at 30. Marquez appeared to
have the most day-to-day involvement in arranging these payments. But, at several points, Pramaggiore
was personally involved. For example, McClain personally asked Pramaggiore to hire Madigan’s ally,
Zalewski. Pramaggiore and Marquez agreed to pay Zalewski $5,000 per month indirectly as a subcontractor
for Doherty and Associates. Pramaggiore was also aware that other associates of Madigan received similar
sinecures, which she referred to as the “roster.” DPA at 28. In 2019, McClain offered Marquez advice on
how to present the renewal of Doherty’s contract to others in ComEd, telling him, “don’t put anything in writing”
and if asked by another ComEd executive about why Doherty and Associates was being retained, to explain
that associates of Madigan were hired as a “favor.” Id. at 29. Marquez discussed these hires with Hooker,
explaining, “We had to hire these guys because [Madigan] came to us” and Hooker added, “it’s clean for all
of us.” Id. Doherty also explained to Marquez in February 2019 that the hires were made “to keep [Madigan]
happy” but “do they do anything for me on a day to day basis? No.” Id. at 30. Doherty further told Marquez
that ComEd should not change the arrangement because its “money comes from Springfield.” Id. at 29.
Unnamed ComEd employees also discussed these hires with McClain in March 2019, who admitted it was
“old-fashioned patronage” while an unnamed ComEd employee acknowledged that the hires were a “chip”
used by ComEd; thereafter, ComEd renewed Doherty’s contract. Id. at 30. Unnamed ComEd executives
“designed these payment arrangements in part to conceal the size of payments made to [Madigan’s]
associates” and unnamed ComEd employees sought Madigan and McClain’s approval to discontinue
payments even though these associates did little or no work. Id. at 31.
Madigan, through McClain, also pushed for the appointment of a director to ComEd’s Board, which
news reports revealed was Juan Ochoa (“Ochoa”). McClain personally conveyed this request to
Pramaggiore as a request from Madigan in 2017. In May 2018, Pramaggiore, facing internal opposition to
Ochoa’s appointment to the ComEd Board, asked McClain if Madigan would accept Ochoa receiving a part-
time consulting job that paid the equivalent of an annual Board retainer; McClain told Pramaggiore that
Madigan would appreciate it if she could “keep pressing” for the Board appointment. DPA at 31 and 32. In
September 2018, Pramaggiore, who by then had been promoted to run Exelon Utilities, told McClain that she
was still advocating for Ochoa’s appointment to ComEd’s Board because “You take good care of me and so
does our friend and I will do the best that I can to, to take care of you.” Id. at 32. Pramaggiore confirmed to
McClain, in April 2019, “Just sent out Board approval to appoint [Ochoa] to ComEd Board.” Id. The next
day, ComEd filed a notice with the SEC that Ochoa had been appointed to the ComEd Board since April
2019. ComEd did not interview any other candidate for that board seat.
Dechert LLP
March 16, 2023
Page 3
Madigan also pushed for ComEd to retain an unnamed law firm. In 2011, ComEd agreed to do so,
and supply it with at least 850 hours of attorney work per year, and unnamed ComEd personnel understood
that the contract was entered in part because the law firm’s retention was important to Madigan. In 2016,
when the law firm’s contract was up for renewal, some ComEd employees sought to reduce the minimum
hourly commitment because of a lack of sufficient work available. McClain spoke to Pramaggiore, stating “I
am sure you know how valuable [the lawyer] is to our Friend. . . . I know the drill and so do you. If you do
not get involve[d] and resolve this issue of 850 hours for his law firm per year then he will go to our Friend.
Our Friend will call me and then I will call you. Is this a drill we must go through?” Id. at 33. Pramaggiore
replied, “Sorry. No one informed me. I am on this.” Id. She then assigned an unnamed ComEd employee,
who was the “project manager” to assist with obtaining legislative approval of FEJA, to ensure the law firm’s
contract was renewed, even though this employee had no oversight over ComEd’s legal department and
otherwise did not get involved in deciding what lawyers or law firms the legal department would retain. Id.
Finally, Madigan induced ComEd to maintain an internship program where ComEd would hire
students in a district Madigan was associated with, who were recommended by associates of Madigan.
Apart from the specific incidents mentioned in the DPA, a November 21, 2019 report by the Chicago
Tribune showed that McClain arranged for $31,000 in payments to Madigan’s ex-aide, Kevin Quinn, who had
been fired for sexual harassment of a campaign worker, through ComEd lobbyists. McClain in addition asked
the ComEd lobbyists to retain Quinn as a contractor. McClain stressed to Quinn, “I cannot tell you how
important it is to keep all of this confidential.”1 The Tribune also reported that McClain was handsomely
compensated by ComEd even though he had officially retired as a lobbyist in 2016; in 2018, McClain was
still being paid $211,000 for consulting services by ComEd. The payments to McClain only stopped in May
2019, around when Federal agents raided his home. Id.
In the DPA, ComEd admitted that it anticipated benefits of more than $150,000,000 from the
legislation it admittedly corruptly asked Madigan to shepherd. These illegally obtained benefits have
effectively been clawed back as ComEd paid a penalty of $200 million as part of the DPA. In addition, ComEd
is facing a RICO suit for $450 million, and untold reputational harm. But as far as the public record shows,
the individuals at ComEd who have caused the company to engage in illegal acts, and the third parties
outside ComEd who induced ComEd employees to illegally act, have not in any way compensated the
Company for this harm. Many of these individuals may have suffered no harm at all. The Board’s
investigation should consider to what extent it can recover from these individuals for the harms that they have
caused the Company.
B. Important Questions of Culpability Remain Unanswered
While the DPA and related news reports and litigation have revealed much information about those
who breached their fiduciary duties to the Company by engaging in illegal activity, and those who have aided
and abetted these breaches by inducing them to commit illegal acts, important questions remain unanswered
and require the Board to investigate. For example, the DPA alleges that the misconduct occurred between
2011 to 2019. From September 2011 to 2018, Pramaggiore was the CEO of ComEd, and from August 2018
until June 2019, was the CEO of Exelon Utilities, which oversaw ComEd’s utility business, and the DPA
details her involvement in arranging many of these illegal acts. But the DPA does not discuss the culpability
of her predecessor at ComEd, Frank Clark, who was ComEd’s CEO until September 2011, or her
predecessor at Exelon Utilities, Denis O’Brien, nor do they discuss the culpability of successors, Joseph
Dominguez (“Dominguez”) as CEO of ComEd, and Calvin Butler (“Butler”) as CEO of Exelon Utilities.
Dominguez and Butler are members of ComEd’s Board, and members of Exelon’s senior management. The
DPA also does not mention what oversight Exelon’s CEO, Christopher M. Crane, has conducted. Because
1
Ray Long and Jason Meisner, ‘Keep all of this confidential’: How a powerful ComEd lobbyist lined
up contracts for a disgraced ex-aide to Speaker Michael Madigan and why federal authorities are interested,
CHICAGO TRIBUNE (Nov. 21, 2019), https://www.chicagotribune.com/investigations/ct-madigan-mcclain-
quinn-comed-lobbying-federal-probe-20191121-5dq4e46yxre4rl4yy6irorgd7m-story.html.
Dechert LLP
March 16, 2023
Page 4
the misconduct both preceded and succeeded Pramaggiore’s tenure, and because Exelon and ComEd’s
lobbying activities were crucial to their business, there is a compelling reason for the Exelon Board to
investigate whether other officers may have been involved in the misconduct. Dominquez, in particular, has
recently gone out of the way to deflect blame, insisting that the EIMA and FEJA have actually benefited
Illinois ratepayers, that the DPA was “not a criminal conviction of ComEd” and that only “a few orchestrated
the improper conduct[.]”2
In addition, according to the firm biography, the General Counsel of the Company was “formerly
senior vice president, Energy and Regulatory Policy[,] and General Counsel at Exelon utility ComEd, where
he played a key role in the development and passage of both Illinois’ Energy Infrastructure Modernization
Act in 2011 and the Future Energy Jobs Act in 2016.” These are the two laws that ComEd acknowledges to
have used bribery to pass. Thus, it is incumbent on the Board to investigate whether the Company’s General
Counsel knew about, or should have known about, the misconduct that occurred under his watch.
Furthermore, given the financial nature of these bribes, through securing jobs or contracts, it is also
unknown to what extent ComEd’s audit committee, Exelon’s audit committee, or their respective CFOs and
controllers either knew, or should have known, of the illegal acts. The fact that DPA orders a new reporting
system with a compliance officer to report directly to the Audit Committee suggests that previous Board
reporting was inadequate. And the DPA’s account of how previous payments escaped detection also
suggests inadequate financial controls.
The DPA also does not reveal to what extent the ComEd Board as a whole knew of or suspected
the misconduct, or should have investigated when red flags were waved in its face. One special red flag
would have been the push to elect Ochoa to the Board despite, as the DPA implies, deep resistance to and
skepticism by other ComEd Board directors. Furthermore, the Exelon Board may also have been concerned
about the ComEd Board’s involvement, because the Special Oversight Committee was designed to exclude
any Exelon Board members who were also on ComEd’s Board. And to the extent they did not know because
information was being deliberately withheld from them, that further adds to ComEd’s officers’ breaches of
fiduciary duty.
Moreover, the public record reveals concerning aspects of Exelon and the Board’s oversight of the
bribery investigation. Among the members of the Special Oversight Committee is Chairman Mayo Shattuck
(“Shattuck”), who is the former CEO of Constellation Energy, which was acquired by Exelon in 2012, upon
which Shattuck became Exelon’s Executive Chairman. That year, he made approximately $8 million in cash
and stock from Exelon. Furthermore, Shattuck is compensated at a higher rate than other directors, making
approximately $600,000 per year with over $400,000 of that in cash. His employment and financial ties with
Exelon call into question whether the oversight was truly independent, and whether the Special Oversight
Committee had a motive for purposely attempting to steer attention away from the parent level and keep the
liability limited to the subsidiary.
In addition, ComEd’s connection to bribery admitted by Illinois State Senator Martin A. Sandoval
(“Sandoval”) also needs further Board investigation. In October 2019, ComEd disclosed that the USAO
asked about communications they had with Sandoval, and only a week later, Pramaggiore abruptly resigned
from Exelon. Sandoval pleaded guilty to bribery and tax fraud in January 2020. Although the only company
described in detail was later identified publicly as SafeSpeed LLC, a camera company, the plea noted that
Sandoval received $180,000 in bribes from other, unnamed sources, which “involved more than five
participants[.]” See Plea Agreement, United States of America v. Martin A. Sandoval, No. 20-cr-56 (N.D. Ill.
2020), at 7. Sandoval’s daughter, at the time, was also a senior account representative for ComEd. The
2
Dan Mihalopoulos, ComEd CEO: ‘I Wanted To Apologize On Behalf Of The Entire Company.’, WBEZ
(July 29, 2020), https://www.wbez.org/stories/comed-ceo-i-wanted-to-apologize-on-behalf-of-the-entire-
company/b359207f-496e-4877-b89a-565ab6b1c1d5.
Dechert LLP
March 16, 2023
Page 5
Exelon Board should investigate whether Pramaggiore or any other Exelon or ComEd executive bribed or
arranged bribes for Sandoval.
II. Demand for Board Action
Based on the foregoing, Stockholder has a reasonable basis to believe that Exelon’s directors and
officers breached their fiduciary duties to the Company and stockholders by either engaging in illegal acts or
failing to provide oversight regarding these acts. As a result, we believe numerous directors and officers
potentially breached their fiduciary duties to the Company and its stockholders. These directors and officers
include, but are not necessarily limited to:
 Anne Pramaggiore;
 Fidel Marquez;
 John Hooker (before he left ComEd in 2012);
 Frank Clark;
 Joseph Dominguez;
 Calvin Butler;
 Christopher M. Crane;
 Denis O’Brien;
 Thomas O’Neill;
 Juan Ochoa;
 Directors who served on ComEd’s Board during the 2011 to 2019 period, especially the 2019
Board;
 ComEd and Exelon’s chief financial officers, chief accounting officers, controllers, or other key
financial officers at these companies;
 Members of the Special Oversight Committee;
 Members of Exelon’s Audit Committee during the 2011 to 2019 period; and
 Unnamed ComEd employees implicated in the DPA.
In addition, we believe numerous third parties, some of whom are as yet unknown in the public
record, aided and abetted the aforementioned breaches of fiduciary duty by knowingly inducing the
aforementioned directors and officers to take illegal actions or look the other way, including:
 Speaker Michael J. Madigan;
 Michael McClain;
 Jay Doherty;
 John Hooker (after he left ComEd and became its lobbyist);

Dechert LLP
March 16, 2023
Page 6
 Michael Zalewski;
 State Senator Martin A. Sandoval; and
 The unnamed law firm and lawyer from that law firm in the DPA.
Accordingly, Stockholder demands the following:
Based on the foregoing, Stockholder has a reasonable basis to believe that the Board and its senior
executives breached their fiduciary duties to the Company, and numerous third parties aided and abetted
those breaches. Accordingly, Stockholder demands that the Board take the following action:
 Appoint a Special Litigation Committee (or “SLC”), consisting of independent directors, to

investigate the matters set forth therein and institute legal action for damages against all
responsible officers, directors, and third parties, as such legal action is in the best interests of
the Company;
 Empower, by Board resolution, the SLC to hire financial, legal, and other advisors, as the
Special Litigation Committee deems reasonably necessary, to fulfill its investigatory role;
 Empower, by Board resolution, the SLC to take such independent action that binds the Board,
as it deems appropriate, under the circumstances, including prosecution of litigation or
disciplinary action, such as compensation penalties, against directors and officers who are liable
for oversight failures, misleading statements, or other misconduct, without reserving defenses
for the Board;
 Reform the Company’s bonus claw back policy to permit claw back of executive discretionary
bonus compensation when the executive is found to have made false statements concerning
the Company’s filings with the U.S. Securities and Exchange Commission or breached his or
her fiduciary duties of loyalty and good faith;
 Strengthen Independence requirements for directors by ensuring that independent directors are
not former employees of Exelon or its subsidiaries;
 Refresh the Board to ensure: (1) replacement of two of its current directors with a new
independent director; or (2) the addition of two additional new independent directors to the
Board;
 Offer robust tenure protection for the new independent director(s) by allowing their dismissal
during their first term only for mis-, mal-, or nonfeasance based on a reasonable investigation
and vote of a majority of the independent directors;
 Ensure diversity through committing to interview at least one female and one minority candidate
for every open Board vacancy (currently, it appears only two out of the 13 directors are persons
of color and only four are women); and
 Create a sub-committee of the Board (“Board sub-committee”) comprised of a majority of

independent members, with appropriate advisors, or an independent council of advisors,
charged with overseeing corporate governance reforms put into place in response to this
Demand and: (1) permit the Board sub-committee to meet in executive session without
management; and (2) require the Board sub-committee to report periodically to the Board
regarding the reforms.
Dechert LLP
March 16, 2023
Page 7
If, within a reasonable period after receipt of this letter, the Board refuses to take the actions
demanded herein, Stockholder shall commence a derivative action on behalf of Exelon, seeking appropriate
relief.
Sincerely,
Geoffrey Johnson
and
Donald A. Broggi
Encls.
cc: Jing Li-Yu (via e-mail)
EXHIBIT 17
GEOFFREY+JOHNSON
+ Via E-Mail +
March 16, 2023

c/o Edmund Polubinksi III, Esq.
[email protected]
and
Special Litigation Committee of the Exelon Corporation Board of Directors
c/o David Kistenbroker, Esq.
Dechert LLP
[email protected]
Dear Edmund:
Our firm represents the City of Coral Springs Police Officers' Pension Plan (“Stockholder”), a
stockholder of Exelon Corporation, a Pennsylvania corporation (“Exelon” or the “Company”). We write to
demand inspection of books and records under 15 Pa. C.S.A. §1508 concerning the Special Litigation
Committee’s (“SLC”) investigation of the claims our Stockholder raised in 2022.
our litigation demand dated March 16, 2023. We understood from our prior correspondence that Exelon had
purposes of:


Dechert LLP
March 16, 2023
Page 2
purpose.
For the period from July 17, 2020, to the present, the Stockholder requests the following books,
records, and documents2 to be made available for inspection by its attorneys, Scott+Scott Attorney at Law
LLP:
2. All minutes of the meetings of any other committee or subcommittee charged with investigating
the conduct at issue in the stockholder demands concerning the ComEd bribery scheme;

review of the SLC or any other committee or subcommittee charged with investigating the
conduct at issue in the stockholder demands concerning the ComEd bribery scheme;
4. All minutes of the meetings of the Exelon Board, SLC, or any other committee or subcommittee
charged with investigating the conduct at issue in the stockholder demands concerning the
6. All communications concerning Demand Nos. 1 through 5;
7. All minutes of the meetings of the Exelon Board, SLC, or any other committee or subcommittee
charged with negotiating, evaluating, or otherwise interacting with any of the committees,
subcommittees, or the Board in Demand Nos. 1-6; and
8. At the conclusion of its investigation, the materials considered by the SLC or any other
committee, subcommittee, or entire Board, regarding the SLC investigation or any other
committee or subcommittee charged with investigating the conduct at issue in the stockholder
demands concerning the ComEd bribery scheme.
attachments.
Dechert LLP
March 16, 2023
Page 3
Sincerely,
Geoffrey M. Johnson
and
Donald A. Broggi
Encls.
cc: Jing Li-Yu (via e-mail)
EXHIBIT 18
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EXHIBIT 19
DocuSign Envelope ID: 856E8778-7B0D-4935-A151-214BD60D20D3
Exelon Corporation
Special Litigation Committee
RESOLUTIONS REGARDING DETERMINATION
WHEREAS, certain shareholders of Exelon (or the “Company”) have made litigation
demands on the Company’s Board pursuant to 15 Pa. C.S. § 1781 and/or made
demands on the Company for inspection of corporate books and records pursuant to 15
Pa. C.S. § 1508 (the “Demand Letters”); and
WHEREAS, certain Exelon shareholders have filed Derivative Actions asserting those
claims in court, and additional actions may be filed in the future (collectively, the
“Derivative Actions”); and
WHEREAS, Exelon is incorporated in Pennsylvania and the Exelon Board of Directors

(the “Board”) created and authorized the Special Litigation Committee (the “SLC”),
comprised of wholly independent members who have never served on the Board, and
directed that it be “governed by Section 1783 of the Pennsylvania Consolidated
Statutes;” and
WHEREAS, by written consent, the Board authorized the SLC to investigate the matters
raised in the Demand Letters and to make determinations pursuant to 15 Pa. C.S.
§ 1783, including whether “the prosecution of derivative claims is in the best interests of
the Company;” and
WHEREAS, the SLC has conducted a comprehensive and independent investigation of

the claims raised in the Demand Letters and Derivative Actions, including review of
voluminous documents and interviews of over twenty witnesses; and
WHEREAS, the SLC reached an independent decision that it was in the best interest of
the Company to attempt to settle the claims in the Demand Letters and Derivative
Actions and, by written consent, the Company authorized the SLC “to engage in
mediation in an attempt to negotiate a settlement of the Alleged Violations [set forth in
the Demand Letters and Derivative Actions] while the [SLC’s] investigation continues”;
and
WHEREAS, the Company formed the Independent Review Committee (“IRC”) to allow
independent board members to engage in arms-length negotiation with the SLC,
participate in the mediation, and if applicable, receive the SLC’s determination; and
WHEREAS, the SLC, the IRC, shareholders’ counsel, and the Company’s insurance
carriers engaged in mediation, and a settlement was reached with certain shareholders
(the “Settling Shareholders”) on April 25, 2023 through that mediation, as reflected in a
settlement term sheet dated May 1, 2023, which will be memorialized in a Stipulation of
Settlement and filed with the court; and
1
WHEREAS, after extensive deliberation, the SLC is making the determination set forth
below in good faith, independently, and with reasonable care pursuant to 15 Pa. C.S. §
1783(f).
NOW, THEREFORE, BE IT RESOLVED, that the SLC determines the following:
 Pursuant to Section 1783(e)(3), the SLC determines it is in the best interests

of the Company that, unless otherwise addressed in the Settlement Terms
or herein, all of the claims asserted in the Demand Letters be settled
according to the Settlement Terms.
 Pursuant to Section 1783(e)(6) and (e)(7), the SLC determines it is in the

best interests of the Company that any derivative action(s) that arise from
or relate to the Derivative Actions and/or the SLC’s investigation be
dismissed with prejudice, pursuant to and consistent with the Settlement
Terms.
 Given the recent verdict in the criminal case (U.S. v. McClain et al., No.
1:20-cr-00812 (N.D. Ill.)), the SLC has determined that, to the extent the
Company previously withheld compensation from Anne Pramaggiore or
Fidel Marquez, the Company should retain that amount and not pay that
amount to Ms. Pramaggiore or Mr. Marquez. The SLC further notes that,
by operation of law and pursuant to the Settlement Terms, the Company
continues to retain the right to pursue further action against former officers,
including Ms. Pramaggiore and John Hooker. If Ms. Pramaggiore and/or
Mr. Hooker’s convictions were ultimately affirmed after all appeals are
exhausted, the SLC believes that the Exelon Board would have a strong
basis to pursue any available civil claims against Ms. Pramaggiore and/or
Mr. Hooker, including for recoupment of previously advanced legal fees,
compensation subject to clawback pursuant to the Company’s clawback
policies and/or other claims for damages. Particularly in light of certain
changes that have been made to the Company’s leadership and Board, and
consistent with the corporate governance reforms already put in place and
to be put in place in accordance with the Settlement Terms, the SLC
believes the Board will be well-positioned to determine whether the pursuit
of such claims is in the best interest of the Company at that time.
IT IS FURTHER RESOLVED, that the SLC authorizes its independent counsel, Dechert
LLP (“Dechert”) to transmit these Resolutions and the Determination made herein to the
IRC of the Board upon approval.
IT IS FURTHER RESOLVED, that the SLC authorizes Dechert to file a Notice of

Determination with any court where an action related to the Demand Letters, the
Derivative Actions, or the SLC’s investigation exists, and to take further action as
necessary to enforce the Determination of the SLC with respect to such claims.
2
Dated: May 18, 2023
Virginia Fogg
Special Litigation Committee Member and Chair
Janet Langford Carrig

Michele Coleman Mayes

3
EXHIBIT 20
DocuSign Envelope ID: 6D69FED1-F3B8-4C66-AF92-6A68A0569DB6
Exelon Corporation
Independent Review Committee
RESOLUTION REGARDING DERIVATIVE SETTLEMENT
WHEREAS, Exelon Corporation (“Exelon” or the “Company”) is a Pennsylvania corporation

with its principal place of business in Illinois;
WHEREAS, Commonwealth Edison Company (“ComEd”), a subsidiary of Exelon, entered into

a Deferred Prosecution Agreement with the U.S. Attorney’s Office for the Northern District of
Illinois in July 2020 (“July 2020 DPA”);
WHEREAS, based in part on certain of the underlying conduct at issue in the July 2020 DPA,
certain shareholders of Exelon have made litigation demands on Exelon’s Board of Directors (the
“Board”) pursuant to 15 Pa. C.S.A. § 1781 and/or have made demands on Exelon for the inspection
of Exelon’s books and records pursuant to 15 Pa. C.S.A. § 1508 (the “Demand Letters”);
WHEREAS, certain Exelon shareholders have filed derivative actions asserting claims based
upon the allegations set forth in the Demand Letters and additional derivative actions based upon
similar allegations may be filed in the future (collectively, the “Derivative Actions”);
WHEREAS, on March 5, 2021, the Board formed the Special Litigation Committee (the “SLC”),
consisting of three disinterested and independent members—Janet Langford Carrig, Virginia
Fogg, and Michele Coleman Mayes—who have never served on the Board and otherwise have no
affiliation with Exelon;
WHEREAS, the Board directed that the SLC be “governed by Section 1783 of the Pennsylvania
Consolidated Statutes” and delegated to the SLC the power and authority of the Board to review,
investigate, and evaluate the issues raised in the Demand Letters and the Derivative Actions and
to make determinations and recommendations, pursuant to Section 1783, including “whether the
prosecution of derivative claims is in the best interests of the Company”;
WHEREAS, during its thorough and independent investigation, the SLC determined, as an interim
matter, that Exelon’s interests would be best served by attempting to settle the claims set forth in
the Demand Letters and Derivative Actions;
WHEREAS, on March 29, 2022, while the SLC continued its investigation, the Board, by written
consent, authorized the SLC “to engage in mediation in an attempt to negotiate a settlement of the
[claims raised in the Demand Letters and Derivative Actions]”;
WHEREAS, on July 19, 2022, the Board formed the Independent Review Committee (the “IRC”),
comprised of disinterested and independent directors who had joined the Board after the conduct
at issue in the July 2020 DPA, and delegated to the IRC the power and authority of the Board to,
among other things, engage in arms-length negotiation with the SLC on behalf of the Board,
participate in the mediation of claims raised in the Demand Letters and Derivative Actions, and
make its own independent recommendation to the Board on whether to accept or reject, in part or
in whole, the SLC’s determinations and proposed actions;
WHEREAS, the IRC’s members—W. Paul Bowers and Marjorie Rodgers Cheshire—retained
Wachtell, Lipton, Rosen & Katz to provide independent legal counsel to the IRC;
WHEREAS, the IRC has considered, among other things, the underlying factual allegations and
the relevant applicable legal standards;
WHEREAS, with the guidance and aid of Hon. Judge Layn Phillips of Phillips ADR, the IRC
engaged in mediation sessions with the SLC, and with counsel for Nominal Defendant Exelon and
certain individual defendants, representatives of insurance carriers providing coverage to Exelon
and the individual defendants, and counsel for shareholders who served the Demand Letters;
WHEREAS, the mediation sessions resulted in a settlement of the claims raised in the Demand
Letters and Derivative Actions between the SLC, IRC, Nominal Defendant Exelon, certain
individual defendants and certain shareholders (the “Settling Shareholders”), which was agreed to
on April 25, 2023, memorialized in a settlement term sheet dated May 1, 2023 (the “Settlement
Terms”), and which will be fully documented in a Stipulation of Settlement;
WHEREAS, the SLC has made the following determinations:
1. Pursuant to Section 1783(e)(3), the SLC determines it is in the best interests of the
Company that, unless otherwise addressed in the Settlement Terms or herein, all of
the claims asserted in the Demand Letters be settled according to the Settlement
Terms.
2. Pursuant to Section 1783(e)(6) and (e)(7), the SLC determines it is in the best
interests of the Company that any derivative action(s) that arise from or relate to
the Derivative Actions and/or the SLC’s investigation be dismissed with prejudice,
pursuant to and consistent with the Settlement Terms.
3. Given the recent verdict in the criminal case (U.S. v. McClain et al., No. 1:20-cr-
00812 (N.D. Ill.)), the SLC has determined that, to the extent the Company
previously withheld compensation from Anne Pramaggiore or Fidel Marquez, the
Company should retain that amount and not pay that amount to Ms. Pramaggiore
or Mr. Marquez. The SLC further notes that, by operation of law and pursuant to
the Settlement Terms, the Company continues to retain the right to pursue further
action against former officers, including Ms. Pramaggiore and John Hooker. If Ms.
Pramaggiore and/or Mr. Hooker’s conviction were ultimately affirmed after all
appeals are exhausted, the SLC believes that the Exelon Board would have a strong
basis to pursue any available civil claims against Ms. Pramaggiore and/or Mr.
Hooker, including for recoupment of previously advanced legal fees, compensation
subject to clawback pursuant to the Company’s clawback policies and/or other
claims for damages. Particularly in light of certain changes that have been made to
the Company’s leadership and Board, and consistent with the corporate governance
2
reforms already put in place and to be put in place in accordance with the Settlement
Terms, the SLC believes the Board will be well-positioned to determine whether
the pursuit of such claims is in the best interest of the Company at that time.
WHEREAS, the IRC believes that the Settlement Terms and the SLC’s determinations are the
outcome of a thorough and independent investigation by the SLC, and extensive arms-length
negotiations between the SLC and IRC, as well as subsequent negotiations between the SLC, the
IRC, counsel for Nominal Defendant Exelon and certain individual defendants, representatives of
insurance carriers providing coverage to Exelon and the individual defendants, and counsel for the
Settling Shareholders; and
WHEREAS, the IRC, pursuant to the authority delegated to it by the Board, has, with the advice
of counsel, independently analyzed the Settlement Terms and the SLC’s determinations made
under Section 1783, and assessed whether implementation of the Settlement Terms would be in
the best interests of the Company and consistent with the Pennsylvania Business Corporation Law.
NOW, THEREFORE, BE IT:
RESOLVED, that after deliberation and consideration of all information reasonably available to
it, the IRC hereby determines that resolving the matters raised in the Demand Letters and
Derivative Actions pursuant to the Settlement Terms, as recommended by the SLC, is consistent
with the Pennsylvania Business Corporation Law and is in the best interests of the Company;
FURTHER RESOLVED, that the IRC, in exercising its delegated authority by the Board,
formally recommends that the Board settle the matters raised in the Demand Letters and Derivative
Actions pursuant to the Settlement Terms; and
FURTHER RESOLVED, that, if the Board accepts and approves the Settlement Terms, the IRC
authorizes the SLC to take such action as necessary to effectuate the Settlement Terms, including
executing a stipulation of settlement reflecting the Settlement Terms and SLC’s determinations,
seeking court approval of such, and moving for dismissal with prejudice of the Derivative Actions.
Dated: May 19, 2023
W. Paul Bowers
Independent Review Committee Member
Marjorie Rodgers Cheshire

Independent Review Committee Member
3
EXHIBIT 21
Exelon Corporation
Board of Directors
RESOLUTION REGARDING DERIVATIVE SETTLEMENT
WHEREAS, certain shareholders of Exelon Corporation (“Exelon” or the “Company”) have

made litigation demands on the Company’s Board and/or made demands on the Company for
inspection of corporate books and records pursuant to 15 Pa. C.S.A. § 1508 (the “Demand
Letters”) relating to, among other things, the Deferred Prosecution Agreement, entered into by
ComEd in July 2020 (the “DPA”);
WHEREAS, certain Exelon shareholders have filed derivative actions asserting claims based on
the allegations set forth in the Demand Letters, and additional actions based on similar
allegations may be filed in the future (collectively, the “Derivative Actions”);
WHEREAS, Exelon is incorporated in Pennsylvania and the Exelon Board of Directors (the
“Board”) created, by written consent on March 5, 2021, the Special Litigation Committee (the
“SLC”), comprised of wholly independent members who have never served on the Board;
WHEREAS, the Board authorized the SLC to investigate the matters raised in the Demand
Letters and the Derivative Actions to make determinations pursuant to 15 Pa. C.S.A. § 1783,
including whether “the prosecution of derivative claims is in the best interests of the Company”;
WHEREAS, the Board, by written consent on March 29, 2022, recognized that the
“Committee’s investigation is governed by Section 1783 of the Pennsylvania Consolidated
Statutes”;
WHEREAS, the SLC has conducted a comprehensive and independent investigation of the
claims raised in the Demand Letters and Derivative Actions, including review of voluminous
documents and interviews of over twenty witnesses;
WHEREAS, the SLC reached an independent decision that it was in the best interest of the
Company to attempt to settle the claims in the Demand Letters and Derivative Actions and, by
written consent on March 29, 2022, the Company authorized the SLC “to engage in mediation in
an attempt to negotiate a settlement of the Alleged Violations [set forth in the Demand Letters
and Derivative Actions] while the [SLC’s] investigation continues”;
WHEREAS, on July 19, 2022, the Company formed the Independent Review Committee
(“IRC”), comprised of independent board members who had joined the Board after the conduct
at issue in the DPA, to, among other things, participate in the mediation of claims raised in the
Demand Letters and Derivative Actions, and make its own independent recommendation to the
Board on whether to accept or reject, in part or whole, the SLC’s determination and proposed
actions;
WHEREAS, the SLC, the IRC, counsel for Nominal Defendant Exelon and certain individual
defendants, Exelon and the individual defendants’ insurance carriers, and shareholders’ counsel
engaged in mediation before the Hon. Judge Layn Phillips of Phillips ADR, and through that
mediation, a settlement was reached between the SLC, IRC, Nominal Defendant Exelon and
certain individual defendants, and certain shareholders (the “Settling Shareholders”) which was
agreed to on April 25, 2023, memorialized in a settlement term sheet dated May 1, 2023, and
which will be fully documented in a Stipulation of Settlement (the “Settlement Terms”);
WHEREAS, after extensive deliberation and based on the findings of its independent
investigation, the SLC made the determinations set forth in the SLC resolution dated May 18,
2023;
WHEREAS, the Settlement Terms are the outcome of the SLC’s independent and thorough
investigation, as well as subsequent negotiations in mediation between the SLC, the IRC, counsel
for Nominal Defendant Exelon and certain individual defendants, Exelon and the individual
defendants’ insurance carriers, and the Settling Shareholders;
WHEREAS, the IRC, pursuant to the authority delegated to it by the Board, has, with the advice
of independent counsel, independently analyzed the Settlement Terms during the course of the
mediation, as well as the SLC’s determination pursuant to Section 1783, and assessed whether
the implementation of the Settlement Terms would be in the best interests of the Company and
consistent with Pennsylvania law;
WHEREAS, the IRC made the determination that resolving the matters raised in the Demand
Letters and Derivative Actions pursuant to the Settlement Terms as recommended by the SLC is
consistent with Pennsylvania law and in the best interests of the Company;
WHEREAS, the IRC, in exercising its delegated authority, recommended that the Board resolve
the matters raised in the Demand Letters and Derivative Actions according to the Settlement
Terms as recommended by the SLC.
IT IS RESOLVED, that the Board accepts the IRC’s determination that the Settlement Terms as
recommended by the SLC are consistent with Pennsylvania law and in the best interests of the
Company; and
IT IS FURTHER RESOLVED, that the Board accepts and approves the IRC’s
recommendation that the Board adopt the SLC’s determination that the Settlement Terms be
used to settle the matters raised in the Demand Letters and Derivative Actions; and
IT IS FURTHER RESOLVED, that the Board hereby adopts the SLC’s determination that the
Settlement Terms be used to settle the matters raised in the Demand Letters and Derivative
Actions; and
IT IS FURTHER RESOLVED, that the Board authorizes the SLC, IRC, and Exelon, and their
respective counsel, to take such further action as necessary to effectuate the Settlement Terms,
including executing a stipulation of settlement reflecting, in substance, the Settlement Terms,
and seeking court approval of the Settlement Terms and dismissal of the Derivative Actions; and
IT IS FURTHER RESOLVED, that the Board authorizes the IRC, after consultation with the
Company, to approve clarifying or other non-material changes to the Settlement Terms.
Dated: May 22, 2023

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Case: 1:21-cv-03611 Document #: 72-2 Filed: 06/16/23 Page 1 of 649 PageID #:494

SPECIAL LITIGATION COMMITTEE

OF THE BOARD OF DIRECTORS

June 13, 2023

c. No SLC Member (or Her Family Member) Has a Financial

e. Political Campaign Contributions ................................................ 69

empaneled by the Board of Directors (“Board”) of Exelon Corporation (“Exelon” or “Company”)

SLC’s independence and disinterestedness; scope of investigation, as supported by its independent

and described herein.

Government Investigation, DPA, and Subsequent Demand Letters. The SLC’s

Agreement (“DPA”), pursuant to which Commonwealth Edison Company (“ComEd”), a majority

Facts attached to the DPA. Id., Attachment A, Statement of Facts.

Exelon Board Empaneled an Independent and Disinterested SLC. In response to

the Company.” Id.

“Resolution: Authorization of SLC”). Section 1783(c) provides that membership of a special

any other person or entity.

of conduct is in Exelon’s best interest.

Settlement and Dismissal Is in the Company’s Best Interest. As a result of its

include a substantial payment of damages—$40 million—paid by the Company’s insurers on

application of the business judgment rule, indemnification and advancement requirements

SLC’s Determination Is Afforded Great Deference. Section 1783(e) of the PBCL

to the adequacy and appropriateness of the committee’s investigative procedures and

of business judgment.” 393 N.E.2d at 1002.

SLC’s investigation was extensive, thorough, and conducted in good faith.

A. Corporate Structure and Background

Exelon is a utility services holding company registered in Pennsylvania, engaged in the

company, Constellation Energy Corporation (“Constellation”). 9 Following the spinoff, Crane

and Admiral John M. Richardson, with Lawless serving as the Chair. 11

“performance-based formula rates” to consumers while also investing in economic and

bill, SB 9, was passed in 2013.

B. Department of Justice Investigation and Grand Jury Subpoenas

political contributions made to candidates or public officials in Illinois, Juan Ochoa’s

communications and related documents of Dominguez, Pramaggiore, Marquez, former ComEd

associates that ComEd hired as subcontractors. 15

assist the SOC with its duties.

Sandoval’s daughter, Angeles (“Angie”) Sandoval.

individuals and produced more than 300,000 documents to the Government.

C. Deferred Prosecution Agreement

1. Factual Admissions in the DPA

through the following conduct:

associates (id., Attachment A, at A-8);

to influence and reward Madigan (id. at A-10);

Madigan (id.); and

2. Remediation, Corporate Compliance Program, and Reporting

provide value to the business. Id. ¶ 12.

D. Other Related Investigatory Proceedings

Id. The investigation remains open. Id.

with the DPA. 16

E. Shareholder Demand Letters

corporation.” 15 Pa. C.S. § 1781(a). These letters included:

and Shuman Demand at 17.

F. Shareholder Class Action and Derivative Litigation

allegations in the Demand Letters, including:

Flynn v. Exelon, No. 1:19-cv-8209, at Dkt. #65 (Amended Complaint) ¶ 2 (Sept.

No. 1:21-cv-3611, at Dkt. #64 (N. D. Ill. June 6, 2023).

District of Illinois. Id. He reports directly to Exelon’s CEO. Id.

6, 2020. Those policies are:

• Interactions with Federal, State and Local Public Officials, LE-AC-POL8-001;

Code specifically addresses “[g]overnment bribery,” stating that it: