EXHIBIT
10.35





February 19, 2009





Tom
Kilgore, WT 7B-K


John E.
Long, Jr., WT 7B-K





REQUEST
FOR APPROVAL – SELECTION OF AND COMPENSATION FOR PRESTON D.
SWAFFORD








Approval
is requested for the selection of and compensation for Preston D. Swafford as
Chief Nuclear Officer and Executive Vice President, TVA Nuclear.  This
position reports directly to the Chief Operating Officer and is responsible for
directing and managing TVA’s Nuclear Power 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.  Mr. Swafford
will succeed William R. Campbell who has been appointed Senior Vice
President of Fleet Engineering.





Mr.
Swafford currently serves as Executive Vice President, Fossil Power, and is
responsible for directing and managing TVA’s fossil power generation system,
including operations, maintenance, engineering, modifications, and related
support.  He has more than 22 years of experience in the energy
services industry.  Prior to joining TVA in 2006 as Senior Vice
President, Nuclear Support, he held a number of key management and executive
leadership positions in the energy delivery and power generation area with
Exelon.





Mr. Swafford
currently receives an annual salary of $476,021.  He is a participant
in TVA’s Executive Annual Incentive Plan with an approved annual incentive
opportunity of 60 percent of his annual salary, and in TVA’s Executive Long-Term
Incentive Plan with an approved long-term incentive opportunity of 60 percent of
his annual salary.  Mr. Swafford also entered into a Long-Term
Deferred Compensation Plan (LTDCP) agreement that provides annual credits of
$125,000 each through FY 2010.  He will become vested and receive the
full value of his LTDCP account if he remains employed by TVA through the
expiration of the agreement on
September 30, 2010.  Mr. Swafford is also a Tier I
participant in TVA’s Supplemental Executive Retirement Plan (SERP).





In order
to provide a competitive level of compensation for this position, approval is
requested to provide Mr. Swafford an annual salary of
$500,000.  Approval is also requested to increase Mr. Swafford’s
annual incentive opportunity to 75 percent of his annual salary beginning this
fiscal year (FY 2009) and increase his long-term incentive opportunity to 80
percent of his annual salary beginning with the performance cycle ending on
September 30, 2009.





In
addition, approval is requested to grant Mr. Swafford an additional five years
of credited service under TVA’s SERP and waive the “Prior Employer
Offset”.  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.  The “Qualified Plan Offset” will be
calculated based on the pension benefit he will be eligible to receive under the
TVA Retirement System’s Cash Balance structure at the time of separation
assuming an additional 5 years of credited service.  The estimated
increase in the present value of a lifetime benefit at age 62 with five
additional years of credited service, assuming that there is no change in
Mr. Swafford’s annual salary and annual incentive and that there are no
amendments to the SERP, is approximately $1.2 million.





If
approved, the selection and compensation actions outlined above will be
effective on February 5, 2009.





/s/
      William R. McCollum, Jr.
            
            /s/
      Phillip L. ReynoldsWilliam
      R. McCollum, Jr.
            
            Phillip
      L. ReynoldsChief
      Operating Officer
            
            Vice
      PresidentMR
      3A-C
            
            Human
      ResourcesLP
      3A-C


GFB


Attachment
(Position description and resume)


cc:
            W.
      A. Conkin, WT 8D-KM.
      H. Dunn, WT 6A-K (with position descriptions for financial disclosure
      process)J.
      D. Jones, WT 8C-K
              E.
      M. Nickle, WT 8D-K
              M.
      N. Pruitt, WT 4C-K





/s/
      John E. Long, Jr.
            
            02/26/2009I
      CONCUR:
            John
      E. Long, Jr.
            
            Date/s/
      Tom Kilgore
            
            03/03/2009I
      APPROVE:
            Tom
      Kilgore
            
            Date