UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13, 15(d), or 37 of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 30, 2008
TENNESSEE
VALLEY AUTHORITY
(Exact
name of registrant as specified in its charter)
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A
corporate agency of the United States created by an act of
Congress
(State
or other jurisdiction of incorporation or organization)
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000-52313
(Commission
file number)
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62-0474417
(IRS
Employer Identification No.)
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400
W. Summit Hill Drive
Knoxville,
Tennessee
(Address
of principal executive offices)
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37902
(Zip
Code)
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(865)
632-2101
(Registrant’s
telephone number, including area code)
None
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 30, 2008, Tom Kilgore, President and Chief Executive Officer of the
Tennessee Valley Authority (“TVA”), approved amendments to the following TVA
compensation plans (collectively, the “Plans”):
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Supplemental
Executive Retirement Plan (“SERP”)
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Deferred
Compensation Plan
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Executive
Annual Incentive Plan (“EAIP”)
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Executive
Long-Term Incentive Plan (“ELTIP”)
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Long-Term
Deferred Compensation Plan
(“LTDCP”)
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The Plans
were modified to comply with the final rules of Section 409A of the Internal
Revenue Code of 1986, as amended. Modifications were also made
to: (1) eliminate the option for participants to elect a 15-year
payout upon separation from service for deferrals in fiscal year 2009 and
thereafter under the EAIP, ELTIP, and LTDCP; and (2) change the payment
distribution schedule under the Deferred Compensation Plan starting
in calendar year 2010 for participants who have separated from service such
that they will receive all subsequent annual installments (following the initial
installment upon separation) in January of each year instead of on the
anniversary of their separation from service. These modifications
will not result in any change to the actuarial value of benefits for
participants.
Copies of
the amended Plans are filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5,
respectively.
Item
9.01 Financial Statements and Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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10.1
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Supplemental
Executive Retirement Plan
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10.2
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Deferred
Compensation Plan
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10.3
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Executive
Annual Incentive Plan
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10.4
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Executive
Long-Term Incentive Plan
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10.5
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Long-Term
Deferred Compensation Plan
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Tennessee Valley
Authority
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(Registrant)
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Date:
January 6, 2009
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/s/
Kimberly
S. Greene
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Kimberly
S. Greene
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Chief
Financial Officer and Executive
Vice
President, Financial Services
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EXHIBIT
INDEX
Exhibits
10.1, 10.2, 10.3, 10.4, and 10.5 are filed pursuant to Item 5.02
hereof.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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10.1
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Supplemental
Executive Retirement Plan
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10.2
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Deferred
Compensation Plan
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10.3
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Executive
Annual Incentive Plan
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10.4
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Executive
Long-Term Incentive Plan
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10.5
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Long-Term
Deferred Compensation Plan
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