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TENNESEE VALLEY AUTHORITY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 Note About This Exhibit 10.15




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TENNESSEE VALLEY AUTHORITY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 1 PURPOSE AND SCOPE
 1.1
    
    Establishment. The Tennessee Valley Authority (TVA)
hereby establishes, effective October 1, 1995, an unfunded
supplemental retirement plan for selected employees and their beneficiaries as
described herein, which shall be known as the Supplemental Executive
Retirement Plan (the Plan).1.2
    
    Purpose. The purpose of the Plan is to provide retirement benefits
to selected employees of TVA which are comparable to those provided
by competing organizations.
 2 DEFINITIONS
  2.1
    
    Accrued Benefit means an annual benefit payable monthly as a single life
annuity which commences payment at the Participants Normal Retirement Date as
determined in accordance with section 4.1.2.2
    
    Actuarial Equivalent means a benefit or benefits of equal value to
a benefit or benefits otherwise payable in a different form or at a
different time under the Plan, when computed on the basis of the mortality
and interest rate that are used by the TVA Retirement System as in effect
on the date distribution is made.2.3
    
    Approved Termination means termination of employment with TVA due to (a)
retirement on or after the Participants Normal Retirement Date, (b) retirement
on or after attainment of actual age 55, if such retirement has the approval of
the Board, (c) death in service as an employee, (d) disability (as such term is
defined under TVAs long-term Disability Plan) as determined by the Retirement
Committee, or (e) any other circumstances approved by the Board.2.4
    
    Average Compensation means the highest average of Compensation during
three consecutive Plan Years. If a Participant has been an employee of TVA for
less than three Plan Years, the average shall be determined based on the period of
employment.
 
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2.5
    
    Beneficiary shall mean the person or persons, designated in writing by
a Participant, who are to receive a benefit under this Plan in the event of
a Participants death. If no Beneficiary is named, the Actuarial Equivalent of
any benefit payable shall be paid in a lump sum to the
Participants estate.2.6
    
    Board means the Board of Directors of TVA.2.7
    
    Compensation means sum of base salary, Annual incentive and Annual MISRIP credits
which, in conjunction with salary, comprise base compensation for service as an
employee, unreduced by contributions under internal Revenue Code sections 125 and 402
(a)(8). Compensation shall be determined based on the Plan Years by
including each item
of Compensation in the year for which it is earned regardless of when such item is
actually received.2.8
    
    Credited Service means service with TVA plus any additional service which the Board
agrees to recognize under this Plan.2.9
    
    Normal Retirement Date shall mean the first of the month coincident with or next
following the date on which the Participant has attained age 62 and has completed five
(5) years of Vesting Service.2.10
    
    Participants shall mean those employees eligible for participation, as defined
in section 3 hereof, who have been selected by the Board to participate as provided in
section 3.1.2.11
    
    Plan Year is TVAs fiscal year, October 1 to September 30.2.12
    
    Prior Employer Offset means a benefit earned
under a prior employers defined benefit
pension plan or plans attributable to prior employer service which is included in
Credited Service under this Plan. Such benefit shall be converted to a single life
annuity payable to the Participants Normal Retirement Date which is the Actuarial
Equivalent of such benefit. A Prior Employer Offset shall only apply if all or a portion
of the period of service during which such benefit was earned is included in Credited
Service. The Board may, in its sole discretion, waive all or part of the Prior
Employer Offset for any Participant.2.13
    
    Qualified Plan means the retirement plan under which a Participant accrues credit
for his or her TVA service and may be either the TVA Retirement System, the Civil
Service Retirement System, or the Federal Employees Retirement System.2.14
    
    Qualified Plan Offset means an amount equal to 1.3 percent of the
Participants average compensation as defined by the Qualified Plan times
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Credited Service but in no event shall the amount of Credited Service used in
computing this offset exceed 24 years.2.15
    
    Retirement Committee means a group of three persons appointed by
the Board to administer the Plan.2.16
    
    Social Security Offset means the primary insurance amount, commencing at
the Participants Normal Retirement Date, that would be calculated under the
Social Security Act as in effect at the time of termination by assuming that the
Participant continued to earn covered compensation until the Participants Normal
Retirement Date at a rate equal to the maximum taxable wage base. In the event of
an Approved Termination, the calculation shall be made assuming no
further compensation is earned. The Board may, in its sole
discretion, waive all
or part of the Social Security Offset for any Participant.2.17
    
    Unapproved Termination means a termination of employment with TVA when
such termination does not constitute an Approved Termination as such term is
defined in section 2.3.2.18
    
    Vesting Service means Credited Service with TVA on or after October 1,
1995.2.19
    
    Vested Percentage shall be 0 percent for Vesting Service less than
five (5) years. At five (5) years of Vesting Service, the Vested percentage
shall be 50 percent, increasing thereafter by 10 percent for each full
additional year, reaching 100 percent for ten (10) or more years of Vesting
Service.
 3 PARTICIPATION
 3.1
    
    Selection for Participation. The Board shall select individual employees
as Participants. Each Participant so selected shall be designated as a Tier
One or a Tier Two Participant.
 4 BENEFIT ELIGIBILITY
 4.1
    
    A Participants Accrued Benefit, payable as a monthly annuity
commencing at the Participants Normal Retirement Date and continuing during
the Participants lifetime, shall be determined based on such Participants
Average Compensation and Credited Service at the time of termination of
employment.4.1.1  Tier One Participants. The Accrued Benefit for Tier One
Participants shall be equal to one twelfth of the excess of (a)
over (b), where (a) is equal to the lesser of (i) 2.5 percent of
Average Compensation times years of Credited Service and (ii) 60
percent
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of Average Compensation, and (b) is equal to the sum of the Qualified
Plan Offset, the Prior Employer Offset, and the Social Security
Offset.4.1.2
    
    Tier Two Participants. The Accrued Benefit for Tier Two Participants shall be equal to one twelfth of 1.3 percent times years
of Credited Service times the excess of (a) over (b), where (a) is
equal to Average Compensation as defined as herein and (b) is Average
Compensation as defined in the Qualified Plan.
 4.2
    
    Benefit Payable for Approved Termination. In the event of an
approved termination of TVA employment, each Participant shall be eligible
to receive a benefit equal to the Accrued Benefit commencing at
the Participants Normal Retirement Date. The Participant may elect
to receive a reduced benefit commencing at an earlier date. In such event,
the benefit received shall be reduced by 5/12 percent for each month that
the date of benefit commencement precedes the Normal Retirement
Date. However, in no event shall the benefit be reduced by more than 35 percent.4.3
    
    Benefit Payable for Death in Service. In the event of a Participants
death while employed by TVA, the Participants Beneficiary shall receive
a lump-sum benefit that is the Actuarial Equivalent of the benefit that
would have been payable had the Participant terminated employment on the
date of death and elected a joint and 50 percent survivors
benefit.4.4
    
    Benefit Payable for Unapproved Termination. In the event of an Unapproved
Termination, each Participant shall receive a benefit equal to the product of the
Accrued Benefit and the Vested Percentage commencing at the Participants Normal
Retirement Date. The Participant may elect to receive a reduced benefit commencing
at an earlier date. In such case, the benefit received shall be reduced by 10/12
percent for each month that the date of benefit commencement precedes the normal
retirement date. However, in no event shall he benefit be reduced by more than 70
percent.
 5 PAYMENT OF BENEFITS
 5.1
    
    Terms and Conditions of Benefit Payments. Benefits under this Plan shall be
paid in any form selected by the Participant and approved by the Retirement
Committee. However, a Participant may not elect a lump-sum cash out. The benefit
selected shall be the Actuarial Equivalent of the single life annuity based on 5
or 10 annual installments. In the event a participant does not select one of the
two approved payment options, the SERP benefit will be paid in five annual
installments.5.2
    
    Deleted by amendment
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5.3
    
    Survival. Payment of any benefit hereunder which is contingent upon
the survival of a Participant or a Beneficiary shall cease with the last
payment due prior to the Participants or the Beneficiarys death.5.4
    
    Alienation of Benefits Prohibited. No benefit payable at any time under the
Plan shall be subject in any manner to alienation, anticipation, sale, transfer,
assignment, pledge, attachment, or encumbrance or any kind, except as required by
law. No benefit payable at any time under the Plan shall be subject in any manner
to the debts or liabilities of any person entitled to such benefit, and TVA shall
not be required to make any payments toward such debts or liabilities.5.5
    
    Incapacity. In the event that any benefit hereunder is, or becomes,
payable to a minor, to a person under a legal disability, or to a person not
judicially declared incompetent but who by reason of illness or mental or
physical disability is, in the opinion of the Retirement Committee, incapable
of personally receiving and giving valid receipt for such payment,
then, unless and until claim therefor shall have been made by a duly
appointed guardian or other legal representative of such person, the
Retirement Committee may provide for such payment or any part thereof to be
made to any person or institution then contributing toward or providing for
the care and maintenance of such person. Any such payment shall be a payment
for such person and shall constitute a complete discharge of the liability of TVA
therefor.
 6 GENERAL PROVISIONS
 6.1
    
    Funding. The Plan is intended as an unfunded plan of
supplementary retirement benefits for selected employees of TVA. TVA may
establish appropriate reserves for the Plan on its books of account in
accordance with generally accepted accounting principles. TVA may set up a trust
or trusts to manage these reserves. Such reserves shall be, for all
purposes, part of the general assets of TVA, and no Participant, Beneficiary, or
other person claiming a right under the Plan shall have any interest, right, or
title to such reserves except as provided by the terms of any trust established
to hold such reserves. In all events, it is the intent of TVA that the Plan
be treated as unfunded for tax purposes.6.2
    
    Right to Amend, Suspend, or Terminate. TVA reserves the right at any time
and from time to time to amend or terminate the Plan by action of its Board
without the consent of any Participant, Beneficiary or other person. However, no
such amendment may decrease a Participants Accrued Benefit as of the time of such
amendment. In the event of Plan termination, a Participant shall be entitled to
receive his or her accrued benefit, determined as of the date of plan termination,
in such form as determined by the Retirement Committee. Plan amendments may be
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approved and implemented by the Retirement Committee except that the Board reserves
the right to approve any plan amendments which could change the amount of the
benefits payable under the Plan.6.3
    
    Rights to Benefits. No person shall have any right to a benefit under the Plan except
as such benefit has become payable in accordance with the terms of the Plan, and such
right shall be no greater than the rights of any unsecured general creditor of TVA.
Notwithstanding any other provision of this Plan, if an employee
shall be discharged for
reasons of acts of fraud, dishonesty, larceny, misappropriation, or embezzlement
committed against TVA, all of such employees rights to benefits under this Plan shall
be forfeited.6.4
    
    Administration of the Plan. Except as otherwise specifically provided in the Plan, the
Retirement Committee shall be the plan administrator of the Plan. The Retirement
Committee as plan administrator shall have full authority in its discretion to determine
all questions arising in connection with the Plan, including the interpretation of the
Plan, and may adopt Plan amendments (subject to section 6.2) and procedural rules and
may rely on such legal counsel, actuaries, accountants, and agents as it may
deem advisable to assist in the administration of the Plan. The
Retirement Committee may establish such rules and procedures as it
deems appropriate to carry out the intent and purpose of the Plan. Decisions
of the Retirement Committee as plan administrator shall be conclusive and binding
on all Participants and Beneficiaries. The Retirement Committee may delegate in writing
to one or more persons any of its duties as plan administrator and may revoke in writing
any such designation previously made.6.5
    
    Titles. The titles of the articles and sections herein are included for convenience of
reference only and shall not be construed as part of this Plan or have any effect upon
the meaning of the provisions hereof. Unless the context requires otherwise, the
singular shall include the plural and the masculine shall include the feminine; such
words as herein, hereafter, hereof, and hereunder shall refer to this
instrument as a whole and not merely to the subdivision in which such words appear.6.6
    
    Separability. If any term or provision of this Plan as presently in effect or amended
from time to time, or the application thereof to any payments or circumstances, shall to
any extent be invalid or unenforceable, the remainder of the Plan, and the application
of such term or provision to payments or circumstances other than those as to which it
is invalid or unenforceable, shall not be affected thereby, and each term or provision
of the Plan shall be valid and enforced to the fullest extent permitted by law.6.7
    
    Authorized Officers. Whenever TVA under the terms of the Plan is
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permitted or required to do or to perform any act or matter or thing, it shall be
done and performed by a duty authorized officer of TVA.6.8
    
    Certain Rights and Limitations. The establishment of the Plan shall not
be construed as conferring any legal rights upon any employee or other person for
a continuation of employment, nor shall it interfere with the rights of TVA to discharge
any employee and to treat any employee without regard to the effect that such treatment
might have upon that employee as a participant in the Plan.
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