ex10_1.htm


    
      

      

    

     

    Exhibit
10.1

     

    

      January
2009

       

      


      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

      


      Wherever
used herein, the following terms have the meaning set forth below, unless a
different meaning is clearly required by the context:

      


      
        	
                 
      

              	
                2.1

              	
                “Accrued
      Benefit” means an annual benefit commencing at the later of (a) the Normal
      Retirement Date or (b) the Participant’s age at the time of Separation
      from Service, and continuing during the expected lifetime of the
      Participant based on the applicable mortality table used by the TVA
      Retirement System.

              


      

      


      
        	
                 
      

              	
                2.2

              	
                “Actuarial
      Equivalent” means a benefit of equal value to a benefit 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 or its delegatee, (c) death in service as an
      employee, (d) disability (as such term is defined under the Rules and
      Regulations of the TVA Retirement System) as determined by the Retirement
      Committee, or (e) any other circumstances approved by the Board or its
      delegatee.

              


      

      


      
        	
                 
      

              	
                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.

              


      

      


      
        	
                 
      

              	
                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.  In the absence of any designated
      beneficiary or in the event that the designated beneficiary is deceased,
      then the beneficiary shall be the Participant’s
  estate.

              


      

      


      
        	
                 
      

              	
                2.6

              	
                “Board”
      means the Board of Directors of
TVA.

              


      

      


      
        	
                 
      

              	
                2.7

              	
                “Compensation”
      means the sum of annual salary, unreduced by contributions under Internal
      Revenue Code sections 125, 132 and 402 (a)(8), plus annual incentive
      award.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                2.8

              	
                “Credited
      Service” means actual service with TVA plus any additional service which
      the Board, or its delegatee, approves under this
  Plan.

              


      

      


      
        	
                 
      

              	
                2.9

              	
                “Date
      of Benefit Commencement” means the later of (a) the date benefit payments
      begin within four (4) months following the date the Participant turns age
      55, but no later than March 15 of the year following the year in which the
      Participant turns age 55, or (b) the date benefit payments begin within
      four (4) months following the date of the Participant’s Separation from
      Service, but no later than March 15 of the year following the year of the
      Participant’s Separation from
Service.

              


      

      


      
        	
                 
      

              	
                2.10

              	
                “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.

              


      

      


      
        	
                 
      

              	
                2.11

              	
                “Participants”
      shall mean those employees participating in the Plan as provided in
      section 3.

              


      

      


      
        	
                 
      

              	
                2.12

              	
                “Plan
      Year“ is TVA’s fiscal year, October 1 to September
  30.

              


      

      


      
        	
                 
      

              	
                2.13

              	
                “Prior
      Employer Offset” means the Actuarial Equivalent of the benefit earned
      under a prior employers’ qualified defined benefit pension plan or plans
      attributable to prior employer service, which is included in Credited
      Service under this Plan, assuming benefit payments are to begin at the
      Normal Retirement Date.  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
      or its delegate may, in its sole discretion, waive all or part of the
      Prior Employer Offset for any
Participant.

              


      

      


      
        	
                 
      

              	
                2.14

              	
                “Qualified
      Plan” means the retirement plan under which a Participant accrues benefits
      for his or her TVA service and may be any of the TVA Retirement System,
      the Civil Service Retirement System, or the Federal Employees Retirement
      System.

              


      

      


      
        	
                 
      

              	
                2.15

              	
                “Qualified
      Plan Offset” means the Actuarial Equivalent of the Participant’s benefit
      under the Qualified Plan, assuming the maximum benefit with no survivor
      elections and benefit payments beginning at the Normal Retirement Date,
      with the benefit calculated as
follows:

              


      

      


      
        	
                 
      

              	
                2.15.1

              	
                For
      a Participant in the TVA Retirement System, Civil Service Retirement
      System, or Federal Employees Retirement System, the product of (a) the
      Participant’s average compensation (as defined under the Rules and
      Regulations of the TVA Retirement System), times (b)
      Credited Service (not to exceed 24 years), times (c) 1.3
      percent.

              


      

      


      
        	
                 
      

              	
                2.15.2

              	
                [reserved]

              


      

      


      
        	
                 
      

              	
                2.16

              	
                “Retirement
      Committee” means a group of three persons appointed by the Board or its
      delegatee to administer the Plan.

              


      

      


      
        	
                 
      

              	
                2.17

              	
                “Separation
      from Service” or “separates from service” means the same as the term
      “separation from service” as defined in 26 CFR §1.409A-1(h) of the
      Internal Revenue Code Section 409A final
  regulations.

              


      

      


      
        	
                 
      

              	
                2.18

              	
                “Social
      Security Offset” means the primary benefit 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 the Participant’s
      Separation from Service.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


      In the
event of an Unapproved Termination, the calculation shall be made 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 or its delegatee may, in
its sole discretion, waive all or part of the Social Security Offset for any
Participant.

      


      
        	
                 
      

              	
                2.19

              	
                “Unapproved
      Termination” means a termination of employment with TVA that does not
      constitute an Approved Termination as such term is defined in
      section 2.3.

              


      

      


      3.           PARTICIPATION

      


      
        	
                 
      

              	
                The
      Board, or its delegatee, 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 AND CALCULATION

      


      
        	
                 
      

              	
                4.1

              	
                Vesting.  A
      Participant will vest in his/her Accrued Benefit (a) after five (5) years
      of actual TVA service, unless otherwise waived by the Board or its
      delegatee, (b) upon death in service as an employee, or (c) upon
      disability (as such term is defined under the Rules and Regulations of the
      TVA Retirement System) as determined by the Retirement
      Committee.

              


      

      


      
        	
                 
      

              	
                4.2

              	
                A
      Participant’s Accrued Benefit is calculated at the time of the
      Participant’s Separation from Service as set forth
  below:

              


      

      


      
        	
                 
      

              	
                4.2.1

              	
                Tier
      One Participants.  The Accrued Benefit for Tier One Participants
      shall be equal to (a) the lesser of (i) 2.5 percent of Average
      Compensation times years of
      Credited Service and (ii) 60 percent of Average Compensation, minus (b) the
      sum of the Qualified Plan Offset, the Prior Employer Offset, and the
      Social Security Offset.

              


      

      


      
        	
                 
      

              	
                4.2.2

              	
                Tier
      Two Participants.  The Accrued Benefit for Tier Two Participants
      shall be equal to (a) 1.3 percent, times (b) years
      of Credited Service, times (c) the
      difference of (i) Average Compensation as defined as herein minus (ii)
      earnable compensation as defined in the Qualified
  Plan.

              


      

      


      
        	
                 
      

              	
                4.3

              	
                Benefit
      Payable for Approved Termination.  In the event of an Approved
      Termination, the Participant shall be eligible to receive a benefit equal
      to the Accrued Benefit subject to the reduction below.  In the
      event the Participant separates from service prior to the Normal
      Retirement Date, the Accrued Benefit 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.

              


      

      


      
        	
                 
      

              	
                4.4

              	
                Benefit
      Payable for Death Prior to Date of Benefit Commencement.  In the
      event of a Participant’s death prior to the Date of Benefit Commencement,
      the Participant’s Beneficiary shall receive a lump-sum benefit that is the
      Actuarial Equivalent of the Accrued Benefit that would have been payable
      had the Participant separated from service on the date of death and
      elected a joint and 50 percent survivor
  benefit.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                4.5

              	
                Benefit
      Payable for Unapproved Termination.  In the event of an
      Unapproved Termination, the Participant shall receive a benefit equal to
      the Accrued Benefit subject to the reductions
  below.

              


      

      


      
        	
                 
      

              	
                4.5.1

              	
                In
      the event the Participant has less than ten (10) years of Credited Service
      at the time of Separation from Service, the Accrued Benefit shall be
      reduced by 10 percent for each full year of Credited Service less than ten
      (10) years.

              


      

      


      
        	
                 
      

              	
                4.5.2

              	
                In
      the event the Participant separates from service prior to the Normal
      Retirement Date, the Accrued Benefit, as reduced in Section 4.5.1 above,
      shall be further reduced by 10/12 percent for each month that the Date of
      Benefit Commencement precedes the Normal Retirement Date; however, in no
      event shall the Accrued Benefit, as reduced in Section 4.5.1 above, be
      reduced further by more than 70
percent.

              


      

      


      5.           PAYMENT
OF BENEFITS

      


      
        	
                 
      

              	
                5.1

              	
                Terms
      and Conditions of Benefit Payments.  The benefit calculated
      under Section 4 above will be paid as
follows:

              


      

      


      
        	
                 
      

              	
                5.1.1

              	
                For
      Participants in the Plan prior to January 1, 2009, the benefit calculated
      under Section 4 will be paid in the Actuarial Equivalent form of five (5)
      annual installments, unless a Participant has validly elected pursuant to
      IRS transition rules prior to January 1, 2009, to receive payments in the
      Actuarial Equivalent form of ten (10) annual
  installments.

              


      

      


      
        	
                 
      

              	
                5.1.2

              	
                For
      Participants first in the Plan on or after January 1, 2009, the benefit
      calculated under Section 4 will be paid in the Actuarial Equivalent form
      of five (5) annual installments, unless a Participant has validly elected
      under IRS rules within thirty (30) days of becoming a participant in the
      Plan, to receive payments in the Actuarial Equivalent form of ten (10)
      annual installments.

              


      

      


      
        	
                 
      

              	
                5.1.3

              	
                The
      first annual installment pursuant to Sections 5.1.1 and 5.1.2 above will
      be paid on the Date of Benefit Commencement, and subsequent annual
      installments will be paid in January of each succeeding
    year.

              


      

      


      
        	
                 
      

              	
                5.2

              	
                In
      the event the Participant dies following the Date of Benefit Commencement
      but prior to the final annual installment, the remaining unpaid benefit
      due the Participant will be paid to the Participant’s Beneficiary
      following the Participant’s death in a lump sum calculated to be the
      Actuarial Equivalent of the remaining unpaid benefit due the
      Participant.

              


      

      


      
        	
                 
      

              	
                5.3

              	
                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.

              


      

      


      
        	
                 
      

              	
                5.4

              	
                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

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      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 the
      Board or its delegatee 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 the form and manner as set forth in the
      Plan as of the date of Plan termination.  Plan amendments may be
      approved and implemented by the Retirement Committee except that the Board
      or its delegatee reserves the right to approve any Plan amendments which
      could change the amount of the benefits payable under the
      Plan.

              


      

      


      
        	
                 
      

              	
                6.3

              	
                Right
      to Benefit.  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 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.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                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 permitted
      or required to do or to perform any act or matter or thing, it shall be
      done and performed by a duly 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.

              


      

      


      
        	
                 
      

              	
                6.9

              	
                Compliance
      with Section 409A.  At all times, to the extent Internal Revenue
      Code Section 409A and its implementing regulations (collectively, “Section
      409A”) applies to amounts deferred under this Plan: (a) this Plan shall be
      operated in accordance with the requirements of Section 409A; (b) any
      action that may be taken (and, to the extent possible, any action actually
      taken) by the Board or its delegatee, the Retirement Committee, and the
      Participants or their Beneficiaries shall not be taken (or shall be void
      and without effect), if such action violates the requirements of Section
      409A; (c) any provision in this Plan that is determined to violate the
      requirements of Section 409A shall be void and without effect; and (d) any
      provision that is required by Section 409A to appear in this Plan that is
      not expressly set forth shall be deemed to be set forth herein, and this
      Plan shall be administered in all respects as if such provision were
      expressly set forth herein.

              


      

      


      


      



      
        
           


        

        
          6