DEFERRAL
AGREEMENT
 William
R. Campbell
 
 
 The TVA
Board of Directors has approved your participation in TVA’s Long-Term Deferred
Compensation Plan (Plan) under the following terms:
 
 Vesting
      Date(s)
                      Vesting
      AmountDuration
      of deferral agreement:
                      5
      years and 4 monthsFirst
      compensation credit:
                      $70,000
      (05/14/2007)
                      
                      05/14/2007
                      $70,000Second
      compensation credit:
                      $200,000
      (10/01/2007)
                      
                      09/30/2012
                      Balance
      of accountThird
      compensation credit:
                      $200,000
      (10/01/2008)
                      
                      09/30/2012
                      Balance
      of accountFourth
      compensation credit:
                      $200,000
      (10/01/2009)
                      
                      09/30/2012
                      Balance
      of accountFifth
      compensation credit:
                      $200,000
      (10/01/2010)
                      
                      09/30/2012
                      Balance
      of accountSixth
      and final compensation credit:
                      $200,000
      (10/01/2011)
                      
                      09/30/2012
                      Balance
      of accountTotal
      credits over deferral period:
                      $1,070,000Expiration
      date:
                      09/30/2012
 
 Please
read the following provisions carefully and indicate your approval by signing at
the designated place below.
 ________________________________________________________________________________
 
 As a
participant in the Plan, I hereby agree to be bound by the following terms and
conditions:
 
 Annual
deferred compensation credits as stated above will be made to an account in my
name to cover a service period of approximately 5 years and 4 months, beginning
on May 14, 2007, and ending on September 30, 2012, provided that I remain
employed by TVA through September 30, 2012.  I shall be entitled to
compensation credits including interest and returns on the vesting dates as
stated in the above schedule provided that I remain employed by TVA through the
vesting periods.  The first credit shall be made directly to an
account in TVA’s Merit Incentive Supplemental Retirement Income Plan (MISRIP)
and will be paid out to me, upon termination of my employment with TVA, in five
annual installments or in accordance with otherwise applicable IRS
rules.  Upon expiration of this agreement, the balance of the account,
including interest and return as provided below, will be transferred to my TVA
deferred compensation account and all credits from this agreement will be paid
out to me, upon termination of my employment with TVA, in five annual
installments or in accordance with otherwise applicable IRS rules.
 
 I
understand that I must be an employee of TVA at the time of the vesting dates
stated above or no payments or transfers under the Plan will be made by TVA and
any credits to my account will be extinguished.  However, in the event
that TVA terminates my employment during the term of this agreement through no
act or delinquency of my own, this agreement is terminated as of the date of my
termination and no further credits will be made under it and any credits in my
account from this agreement, including interest or return as provided below, at
the time of termination will become vested.  The balance of my account
will be transferred to my TVA MISRIP account and all credits from this agreement
will be paid out to me in five annual installments or in accordance with
otherwise applicable IRS rules.  If TVA terminates my employment for
cause prior to the expiration of this agreement, no further credits will be made
and my unvested account balance will be forfeited. In the event of my
death during the term of this agreement, my account balance will be paid to the
person identified on my beneficiary designation form or, in the absence of such
designation, to my estate, in a manner permitted by applicable IRS
rules.
 
 Interest
will be credited to the balance reflected in my deferral account on the same
basis as interest is calculated and credited under MISRIP.  In the
alternative, I may choose to have my balance adjusted based on the return of the
funds I select under the same conditions as are contained in
MISRIP.  I understand that I am solely responsible for the risk
associated with any return elections that I make.
 
 I
understand that nothing contained in this agreement shall be construed as
conferring the right to continue in the employment of TVA as an executive or in
any other capacity and that the payment election I have made is final (not
revocable).
 
 
 
 /s/
      William R. Campbell
                                                        
                                                        6/12/07William
      R. Campbell
                                                        
                                                        Date/s/ John E. Long, Jr.
                                                        
                                                        6/15/07Chief
      Officer
                                                        
                                                        Date