March 29,
2007
 
 
 Mr.
William R. Campbell
 410
Cortland Cove
 Madison,
Mississippi 39110
 
 Dear
Bill:
 
 The TVA
Board has authorized me to offer you the position of Chief Nuclear Officer and
Executive Vice President, TVA Nuclear with the Tennessee Valley Authority in
Chattanooga, Tennessee.  This position is responsible for directing
and managing TVA’s Nuclear Group and ensuring a stable base load from all of
TVA’s nuclear operating units.  Responsibilities include planning and
directing all organizational activities related to nuclear power production,
nuclear power plant operations, maintenance, modifications, and all nuclear
support services and engineering activities.  Upon acceptance of this
position, TVA will provide you an annual base salary of $450,000, which will be
payable in equal installments every two weeks.
 
 Additionally,
you will be included as a participant in TVA’s Executive Annual and Long-Term
Incentive Plans.  Under the Annual Incentive Plan your annual
incentive opportunity will be 75 percent of your annual base salary beginning in
this fiscal year (FY 2007).  Under the Long-Term Incentive Plan, your
award opportunity will be 80 percent of your annual base salary beginning with
the performance cycle (FY 2005-2007) ending in fiscal year 2007
(FY 2005-2007).  Actual annual and long-term incentive awards are
based on performance measured against performance goals established at the
beginning of each performance period.  The incentive awards are
generally paid in the first quarter of the fiscal year following the fiscal year
in which they are earned.  You will have an opportunity to elect to
receive these awards in a lump-sum cash payment or have all or part of the
awards credited to a deferred compensation account in your name, to the extent
permitted by IRS regulations.
 
 Due to
the nature of this position, you will also be included as a participant in TVA’s
Supplemental Executive Retirement Plan (SERP) at the Tier 1 level with the
following provisions:
  •
                        You
      will be granted an additional 5 years of credited service and both the
      “Prior Employer Offset” and “Social Security Offset” will be
      waived.  The additional years of credited service will be for
      SERP benefit calculation purposes only and will not count toward the
      minimum five-year vesting
requirement.
  
  Mr.
William R. Campbell
 Page
2
 March 29,
2007
 
 
 •
                  The
      “Qualified Plan Offset” will be calculated based on the pension benefit
      provided under the TVA Retirement System Cash Balance structure at the
      time of separation assuming an additional 5 years of credited
      service.•
                  In
      the event of termination (other than for cause as defined below) following
      the required five years of vesting service, your termination will be
      considered an approved termination under TVA’s SERP and a benefit equal to
      that calculated for an “Approved Termination” will be payable upon
      termination as long as the termination is considered acceptable to
      TVA.
 A general
outline of how the SERP calculation works has been furnished to you to use in
your consideration of this offer.
 
 For
purposes of this offer, termination “for cause” shall be considered to be under
circumstances involving (1) conviction of a felony or crime of moral
turpitude, or (2) illegal conduct involving dishonesty, fraud, or gross
negligence that directly results in significant economic harm to
TVA.
 
 In
addition, TVA will enter into a Long-Term Deferred Compensation Plan (LTDCP)
agreement with you that will provide annual deferred compensation credits to
cover a service period of approximately five years and four
months.  Under the agreement, an initial credit of $70,000 will be
made to an account in your name as soon as practicable following the date of
your employment with TVA.  You will be fully vested in this credit at
the time it is contributed to your account.  Subsequent credits of
$200,000 each will be contributed to your account on October 1, 2007,
October 1, 2008, October 1, 2009, October 1, 2010,
and October 1, 2011.  You will become fully vested in the
remaining credits if you remain employed by TVA until the expiration of the
agreement on September 30, 2012.  All vested credits in your
account under this LTDCP agreement will be distributed upon termination of your
employment with TVA in five annual installments in accordance with the
distribution schedule set out in section 3.A.1.b of TVA’s deferred compensation
plan (MISRIP).
 
 TVA will
also provide you a biweekly vehicle allowance, totaling approximately $11,700
annually, toward the purchase or lease of a vehicle and operating fees,
maintenance, repairs, accidents, and insurance.  This allowance is
considered a taxable benefit and will be subject to withholding and any other
applicable taxes.
 
 In
connection with your move to Tennessee, TVA will pay for the actual and
reasonable travel and moving expenses for you and your immediate
family.  TVA’s Relocation Services Program is available to assist you
in the sale of your present home.  Louise Grishom of our Shared
Resources organization will forward information to you regarding this
program.
  
  Mr.
William R. Campbell
 Page
3
 March 29,
2007
 
 
 
 In
addition to the relocation expenses, TVA will provide you a one-time relocation
incentive payment in the amount of $75,000, which must be repaid to TVA if (1)
you voluntarily terminate employment within one year, unless your separation
from TVA is for reasons acceptable to TVA, or (2) you are terminated for
cause (as defined above).
 
 TVA also
provides employee benefits which are described in materials that will be sent to
you under separate cover.  The TVA Retirement System, of which you
will become a member, provides for vesting after five years of full-time
service, except that eligibility for death benefits vests
immediately.  Your employment will be subject to the usual employment
procedures and satisfactory results of a security investigation, which will
include a drug screen.  As we have discussed, this position will also
require a top secret security clearance.
 
 If you
have questions, or if I can be of assistance in any way, please do not hesitate
to call me at (865) 632-2366 or John Long at (865) 632-6307.  We look
forward to working with you.
 
 Please
sign below indicating your acceptance of this offer and confirm your anticipated
commencement date.
 
 Sincerely,
   /s/
      John E. Long, Jr.John
      E. Long, Jr.
  /s/
      William R. Campbell
                      
                      4/4/07William
      R. Campbell
                      
                      Acceptance Date
 
 
 5/14/07Commencement
      Date