Second Amendment to the Spring Maturity Credit Agreement

Exhibit 10.1

This Second Amendment to the Spring Maturity Credit Agreement has been filed to provide investors with information regarding its terms.  It is not intended to provide any other factual information about the Tennessee Valley Authority.  The representations and warranties of the parties in this Second Amendment to the Spring Maturity Credit Agreement were made to, and solely for the benefit of, the other parties to this Second Amendment to the Spring Maturity Credit Agreement.  The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits, or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties.  Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

SECOND AMENDMENT

THIS SECOND AMENDMENT (this “ Amendment ”) dated as of May 9, 2008 to the Credit Agreement referenced below is among TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the United States of America (the “ Borrower ”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as a Lender and as Administrative Agent.

W I T N E S S E T H

WHEREAS, pursuant to the Spring Maturity Credit Agreement dated as of May 17, 2006 (as amended as of May 11, 2007, and as further amended, modified and supplemented from time to time, the “ Credit Agreement ”) among the Borrower, the Lenders identified therein and the Administrative Agent, the Lenders agreed to make extensions of credit to the Borrower; and

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Lenders have agreed to the requested modifications on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Defined Terms .  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2.            Amendments .

(a)           The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is amended to read as follows: