EXHIBIT
10.39











DEFERRAL
AGREEMENT


Tom
Kilgore








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:
            Four
      yearsFirst
      compensation credit:
            $300,000
      (12/01/2009)
            
            11/30/2010
            Balance
      of account on vesting dateSecond
      compensation credit:
            $300,000
      (12/01/2010)
            
            11/30/2011
            Balance
      of account on vesting dateThird
      compensation credit:
            $300,000
      (12/01/2011)
            
            11/30/2012
            Balance
      of account on vesting dateFourth
      and final compensation credit:
            $300,000
      (12/01/2012)
            
            11/30/2013
            Balance
      of account on vesting dateTotal
      credits over deferral period:
            $1,200,000Expiration
      date:
            11/30/2013





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, beginning December 1, 2009, and ending on
November 30, 2013, provided that I remain employed by TVA through
November 30, 2013.  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 each of the
vesting periods.  At the end of each vesting period, the balance in my
account, including interest or return as provided below, will be paid to me in a
lump sum unless I elect below to have the vested amounts transferred to my TVA
deferred compensation account.





I
understand that I must be an employee of TVA at the end of each vesting period
stated above, or no payments or transfers under the Plan will be made by TVA,
and any unvested 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.  If I
elect below to have the vested balances of my Long-Term Deferred Compensation
Plan (LTDCP) account transferred to my TVA deferred compensation account, all
credits from this agreement will be paid out to me in accordance with my
deferral election applicable to such credits or in accordance with otherwise
applicable IRS rules.  If TVA terminates my employment for cause prior
to the expiration of this agreement, no further payments or credits will be made
and my account balance will be extinguished. 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 LTDCP account on the same basis
as interest is calculated and credited under the TVA Deferred Compensation
Plan.  In the alternative, I may choose to have the balance of my
LTDCP account adjusted based on the return of the funds I select under the same
conditions as are contained in TVA’s Deferred Compensation Plan.  I
understand that I am solely responsible for the risk associated with any return
elections that I make.





The Plan
may be amended or discontinued by the Board.  If the Board elects to
discontinue the Plan, any credits to my account as of the date of termination of
the Plan will be paid to me in accordance with applicable IRS
rules.  I elect the following option for payments under this
agreement:





X
            
            Vested
      balances of account to be paid to me in a lump sumVested
      balance of account to be transferred to my TVA Deferred Compensation Plan
      account








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/
      Tom Kilgore
            
            11/24/2009Tom
      Kilgore
            
            Date