EXHIBIT
10.44








DEFERRAL
AGREEMENT


Preston
D. Swafford








The TVA
Board of Directors, or their delegees, has approved your participation in TVA’s
Long-Term Deferred Compensation Plan (Plan) under the following
terms:





Annual
      deferred compensation credit:
            $125,000Duration
      of deferral agreement
            4
      Years, 4 monthsFirst
      compensation credit
            $125,000
      (06/01/2006)Second
      through fifth compensation credits
            $125,000
      each (10/01/06, 10/01/07, 10/01/08 & 10/01/09)Total
      credits over deferral period
            $625,000Expiration
      date
            09/30/2010





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 of $125,000 will be made to an account in my name
to cover a service period of four years and four months, beginning on June
1, 2006 and ending on September 30, 2010, provided that I remain employed by TVA
through September 30, 2010.  Upon the expiration of this agreement,
the entire amount credited to 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 credits transferred to an account in TVA’s Merit Incentive Supplemental
Retirement Income Plan (MISRIP).





I
understand that I must be an employee of TVA at the time of the expiration of
this agreement, 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.  If I
elect below to have the balance of my account transferred to my TVA MISRIP
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 payments 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 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.





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 payment upon expiration of
this agreement:





X
            
            Balanced
      of account to be paid to me in a lump sumBalance
      of account to be transferred to TVA MISRIP
  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/
      Preston D. Swafford
            
            5/8/2006Preston
      D. Swafford
            
            Date/s/
      John E. Long, Jr.
            
            5/10/2006Chief
      Officer
            
            Date