UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 102344 / February 4, 2025

ADMINISTRATIVE PROCEEDING

File No. 3-21761

In the Matter of

Exelon Corporation and

Commonwealth Edison Company,

Respondents.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On September 28, 2023, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the

“Order”)1 against Exelon Corporation (“Exelon”) and Commonwealth Edison Company

(“Commonwealth Edison”) (collectively, the “Respondents”). The Commission found that the

Respondents violated the antifraud, books and records, and internal controls provisions of the

federal securities laws as a result of a multi-year scheme by Commonwealth Edison to corruptly

influence and reward Michael Madigan (“Madigan”), the then-Speaker of the Illinois House of

Representatives, for his assistance with respect to legislation affecting Commonwealth Edison’s

business. As described in the Order, the scheme occurred from around 2011 through 2019 and

involved Commonwealth Edison arranging for various Madigan associates to obtain jobs, vendor

subcontracts, and monetary payments associated with those jobs and vendor subcontracts, for the

benefit of Madigan and Madigan’s associates, with the intent to influence and reward Madigan.

The Commission found that, as a result of their conduct, the Respondents violated Section

17(a)(2) of the Securities Act of 1933 and Sections 10(b), 13(b)(2)(A), and 13(b)(2)(B) of the

Securities Exchange Act of 1934 and Rule 10b-5(b) thereunder. The Commission ordered

Exelon to pay a civil money penalty of $46,200,000.00 to the Commission. The Commission

also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the

penalty collected can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund includes the $46,200,000.00 collected from Exelon. The assets of the Fair

Fund are subject to the continuing jurisdiction and control of the Commission. The Fair Fund

and has been deposited in a Commission-designated account at the U.S. Department of the

Treasury. Any interest accrued will be added to the Fair Fund.

1

Securities Act Rel. No. 11248 (Sept. 28, 2023).

On December 4, 2024, the Division of Enforcement, pursuant to delegated authority,

published a Corrected Notice of Proposed Plan of Distribution and Opportunity for Comment

(“Notice”)2 pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement

Plans (“Commission’s Rules”)3 and simultaneously posted the Corrected Proposed Plan of

Distribution (the “Proposed Plan”). The Notice advised interested persons that they could obtain

a copy of the Proposed Plan from the Commission’s public website or by submitting a written

request to Noel Gittens, United States Securities and Exchange Commission, 100 F Street, NE,

Washington, DC 20549-5876. The Notice also advised that all persons desiring to comment on

the Proposed Plan could submit their comments, in writing, within 30 days of the Notice. The

Commission received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund4 to

investors who purchased or acquired shares of the common stock of Exelon between December

1, 2016, and October 30, 2019, inclusive, and suffered a Recognized Loss as calculated in

accordance with the methodology described in the Plan of Allocation attached to the Proposed

Plan as Exhibit A.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,5

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

2

Exchange Act Rel. No. 101809 (Dec. 4, 2024).

17 C.F.R. § 201.1103.

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

5

17 C.F.R. § 201.1104.

6

17 C.F.R. § 200.30-4(a)(21)(iv).

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