Offer Letter to Thomas C. Rice Accepted as of January 13, 2025

1101 Market Street, Chattanooga, Tennessee 37402

Thomas C. Rice

On behalf of TVA, it is with great pleasure that I offer you the position of SVP & Chief Financial Officer, effective January 27, 2025. The compensation components for your new role are as follows:

Your salary will be $600,000.

Your Executive Annual Incentive Plan (EAIP) opportunity will increase to 75% and will be prorated for the FY 2025 plan year based upon full months in new role. Actual EAIP amounts will be based on scorecard results.

You will be issued a new prorated Long-Term Incentive Performance grants in the amounts of $342,870 for the FY23-25 cycle, $616,000 for the FY24-26 cycle and $893,444 for the FY25-27 cycle, based on a target award of $980,000 for your new role. This grant will replace
the previously awarded FY23-25, FY24-26 and FY25-27 performance grants. Actual LTI-P amounts will be based on scorecard results.

Your Long-Term Retention grant target award will be set at $420,000, with remaining FY23-25, FY24-26 and FY25-27 awards prorated based upon full months in new role.

Please indicate your acceptance of this offer (below).

Regards,

Jeff Lyash

President & Chief Executive Officer

Accepted: ___/s/ Thomas C. Rice_____

    Thomas C. Rice

cc:    Executive Compensation

Human Resources