exhibit10-27.htm


    
      

      

    



    


    Exhibit
      10.27


    


    
 

    


    August
      1,
      2007

    


    


    Ms.
      Kimberly S. Greene

    2711
      Long
      Grove Drive

    Marietta,
      Georgia 30062

    


    Dear
      Kim:

    


    I
      am
      pleased to offer you the position of Chief Financial Officer and Executive
      Vice
      President, Financial Services, with the Tennessee Valley Authority in Knoxville,
      Tennessee.  This position, among other things, directs and controls
      TVA’s overall financial plans and policies along with its accounting practices
      and the conduct of its relationships with lending institutions and the financial
      community.  The position is responsible for developing and
      implementing TVA financial policies, strategies, and procedures to ensure they
      are consistent with TVA’s strategic objectives.  Upon employment in
      this position, TVA will provide you an annual salary of $500,000, which will
      be
      payable on a bi-weekly basis.

    


    Additionally,
      you will be included as a participant in TVA’s Executive Annual and Long-Term
      Incentive Plans.  Under the Annual Incentive Plan your annual
      incentive opportunity will be 65 percent of your annual salary beginning in
      this
      fiscal year (FY 2007).  Under the Long-term Incentive Plan, your award
      opportunity will be 65 percent of your annual salary beginning with the
      performance cycle (FY 2005-2007) ending in FY 2007.  Both your
      annual incentive award for FY 2007 and your long-term incentive award for the
      performance cycle ending in FY 2007 will be prorated based on the number of
      months you participate in the each performance cycle.  You will be
      eligible to receive a full award under both the annual and long-term plans
      beginning with the performance cycles ending in FY 2008.  Actual
      annual and long-term incentive awards are based on performance measured against
      performance goals established at the beginning of each performance
      period.  The incentive awards are generally paid in the first quarter
      of the fiscal year following the fiscal year in which they are
      earned.  You will have an opportunity to elect to receive these awards
      in a lump-sum cash payment or have all or part of the awards credited to your
      deferred compensation account, to the extent permitted by IRS
      regulations.

    


    Due
      to
      the nature of this position, you will also be included as a participant in
      TVA’s
      Supplemental Executive Retirement Plan (SERP) at the Tier 1 level with the
      following provisions:

    



    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    Ms.
      Kimberly S. Greene

    Page
      2

    August
      1,
      2007

    

 

    
      
        	
                •  

              	
                You
                  will be granted an additional 15 years of credited service and
                  the “Prior
                  Employer Offset” will be waived.  The additional years of
                  credited service will be for SERP benefit calculation purposes
                  only and
                  will not count toward the minimum five-year vesting
                  requirement.

              


      

      
        	
                •  

              	
                The
                  “Qualified Plan Offset” will be calculated based on the pension benefit
                  you would be eligible to receive as a participant in TVA’s Cash Balance
                  Benefit Structure with the years of credited service used for SERP
                  benefit
                  calculation purposes.

              


      

      
        	
                •  

              	
                In
                  the event that you voluntarily terminate your employment with TVA
                  or are
                  terminated for cause (as defined below) prior to satisfying the
                  minimum
                  five-year vesting requirement, you will not vest in the SERP benefits,
                  your termination will be deemed an unapproved termination under
                  SERP, and
                  no benefits will be provided under the SERP.  In the event of
                  termination for any other reason, prior to five years of employment,
                  the
                  five-year vesting requirement will be
                  waived.

              


      

      
        	
                •  

              	
                Except
                  for and subject to the vesting and other conditions stated above,
                  in the
                  event of termination (other than if you voluntarily terminate your
                  TVA
                  employment or are terminated for cause as defined below), your
                  termination
                  will be considered an approved termination under TVA’s SERP and a benefit
                  equal to that calculated for an “Approved Termination” will be payable
                  upon termination, or if you have not yet reached age 55 at termination
                  at
                  the time you reach age 55.

              


      

       

    

    A
      general
      outline of how the SERP calculation works has been furnished to you to use
      in
      your consideration of this offer.

    


    In
      addition, TVA will enter into a Long-Term Deferred Compensation Plan (LTDCP)
      agreement with you that will provide annual deferred compensation credits to
      cover a service period of approximately three years.  Under the
      agreement, an initial credit of $280,000 will be made to an account in your
      name
      as soon as practicable following the date of your employment with
      TVA.  You will be fully vested in this credit at the time it is
      contributed to your account.  Subsequent credits of $100,000 each will
      be made to your account on October 1, 2008, October 1, 2009,
      and October 1, 2010.  You will become fully vested in the
      remaining credits if you remain employed by TVA until the expiration of the
      agreement on September 30, 2011.  All vested credits in your
      account under this LTDCP agreement will be distributed upon termination of
      your
      employment with TVA in five annual installments in accordance with the
      distribution schedule set out in section 3.A.1.b of TVA’s deferred compensation
      plan.

    


    If
      the
      current TVA Chief Executive Officer no longer occupies that position and either
      you are asked to leave TVA employment or you terminate TVA employment because
      you are asked to take a position with TVA other than Chief Financial Officer
      and
      Executive Vice President, Financial Services, TVA will pay you a lump-sum
      payment in an amount equal to two years’ annual salary and two years’ executive
      annual incentive based on assumed achievement of mid-level performance
      goals.  This provision shall not apply and no lump-sum payment will be
      made in the event your employment is terminated “for cause” (as defined
      below).

    



    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    Ms.
      Kimberly S. Greene

    Page
      3

    August
      1,
      2007

    


    


    


    For
      purposes of this offer, termination “for cause” shall be considered to be under
      circumstances involving (1) conviction of a felony or crime of moral
      turpitude, or (2) illegal conduct involving dishonesty, fraud, or gross
      negligence that directly results in significant economic harm to
      TVA.

    


    TVA
      will
      also provide you a biweekly vehicle allowance, totaling approximately $11,700
      annually, toward the purchase or lease of a vehicle and operating fees,
      maintenance, repairs, accidents, and insurance.  This allowance is
      considered a taxable benefit and will be subject to withholding and any other
      applicable taxes.

    


    In
      connection with your move to Tennessee, TVA will pay for the actual and
      reasonable travel and moving expenses, including home closing costs, for you
      and
      your immediate family.  TVA’s Relocation Services Program will also be
      available to assist you in the sale of your present home.  In addition
      to the relocation expenses, TVA will provide you a one-time relocation incentive
      payment in the amount of $90,000.  Any relocation expenses subject to
      a one-year employment agreement and the one-time relocation incentive payment
      must be repaid to TVA if (1) you voluntarily terminate employment within one
      year of the effective date of your employment or (2) if you are terminated
      for
      cause.

    


    TVA
      also
      provides employee benefits which are described in materials that will be sent
      to
      you under separate cover.  The TVA Retirement System, of which you
      will become a member, provides for vesting after five years of full-time
      service, except that eligibility for death benefits vests
      immediately.  Your employment will be subject to the usual employment
      procedures and satisfactory results of a security investigation, which will
      include a drug screen.  As we have discussed, this position will also
      require a top secret security clearance.

    


    If
      you
      have questions, or if I can be of assistance in any way, please do not hesitate
      to call me at (865) 632-2366 or John Long at (865) 632-6307.  We look
      forward to your acceptance and joining the TVA team.

    


    Please
      sign below indicating your acceptance of this offer and confirm your anticipated
      commencement date.

    


    Sincerely,

    


    


     /s/
      Tom Kilgore      

    Tom
      Kilgore

    


    


    


    /s/
      Kimberly S.
      Greene                                                                  8/3/07            


    Kimberly
      S.
      Greene                                                                Acceptance
      Date

    


    


                 9/1/07               

    Commencement
      Date