Approved by the Board of Directors at its February 16, 2017, meeting: MINUTES OF MEETING THE BOARD OF DIRECTORS TENNESSEE VALLEY AUTHORITY

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1 No Approved by the Board of Directors at its February 16, 2017, meeting: Original signed by Sherry A. Quirk Executive Vice President, General Counsel and Secretary MINUTES OF MEETING OF THE BOARD OF DIRECTORS TENNESSEE VALLEY AUTHORITY November 10, 2016 A meeting of the Board of Directors of the Tennessee Valley Authority was held in the Union County Schools Fine Arts Center, 926 Panther Overlook, Blairsville, Georgia, on November 10, The meeting was called to order at 9:29 a.m. (EST) after an approximately twenty-four minute break following the listening session, which began at 8:31 a.m. (EST). The meeting agenda was announced to the public on November 3, The meeting was open to public observation. Board members in attendance were: Director and Chair Joe H. Ritch, and Directors Richard C. Howorth, V. Lynn Evans, Michael (Mike) McWherter, Marilyn A. Brown, Peter (Pete) Mahurin, Virginia Tyler (Gina) Lodge, Ronald A. Walter, and Eric M. Satz.

2 2 Also present were TVA officers, including William D. (Bill) Johnson, President and Chief Executive Officer; Sherry A. Quirk, Executive Vice President, General Counsel and Secretary; Charles G. (Chip) Pardee, Executive Vice President and Chief Operating Officer; John M. Thomas, III, Executive Vice President and Chief Financial Officer; Michael D. (Mike) Skaggs, Executive Vice President, Operations; Joseph Patrick (Joe) Grimes, Executive Vice President, Generation, and Chief Nuclear Officer; and David W. Sorrick, Senior Vice President, Power Operations. Chair Ritch presided over the meeting, which was duly called, notice to each Director having been delivered pursuant to section 1.2 of the Bylaws governing meetings of the Board of Directors of the Tennessee Valley Authority. A quorum was present Welcome Chair Ritch thanked Blairsville for the hospitality received by the Board, and also thanked TVA s customers for their attendance. Chair Ritch then specially welcomed Jeremy Nelms, Manager of Blue Ridge Mountain Electric Membership Cooperative; Stacy Chastain, General Manager of Tri-State Electric Membership Cooperative; Jim Conley, Mayor of Blairsville; Georgia State Senator Steve Gooch; and Gary Whitley, Public and Governmental Affairs Liaison at Huntsville Utilities. Chair Ritch then recognized Greg Williams, Chairman of the Board of Directors of the Tennessee Valley Public Power Association (TVPPA) and Jack Simmons, President/CEO of TVPPA, and then invited and received remarks from both

3 3 Mr. Williams and Mr. Simmons. Following the remarks from Mr. Williams and Mr. Simmons, Chair Ritch recognized Rob Hoskins, Secretary of the Tennessee Valley Industrial Committee (TVIC), and Pete Mattheis, Chairman of TVIC, and then invited and received remarks from Mr. Mattheis. Old Business The Board approved the minutes of its August 25, 2016, meeting. New Business President s Report President and Chief Executive Officer William D. (Bill) Johnson expressed appreciation for the hospitality of Blue Ridge Mountain Electric Membership Cooperative and other customers in the area. He then explained the combined effects of TVA s rates, financial results, power system investments, and debt on TVA s recent economic development efforts. Mr. Johnson then reported more specifically on fiscal year 2016 achievements, including TVA s successful reduction of $1.8 billion in fuel, purchased power, and O&M costs since Mr. Johnson also updated the Board on TVA s work in bringing Watts Bar Unit 2 into commercial operation, on generation and related projects in progress, and the impact of those projects on TVA s commitments to environmental stewardship and cleaner, reliable and low cost energy.

4 4 Mr. Johnson then discussed TVA s generation diversification and energy efficiency efforts, acknowledged the contributions of retiring Executive Vice President and Chief Operating Officer Chip Pardee on TVA s accomplishments, and introduced the executives who will assume Mr. Pardee s responsibilities. Mr. Johnson next discussed river management, the need to balance competing needs and interests in performing this work, and specifically, that TVA will apply these principles to forthcoming revised floating homes rules. At this point Mr. Johnson provided specific information on TVA s economic development work, related programs, and their results, and then recognized Charles W. (Charlie) Spencer, Senior Advisor II, TVA Public Relations, for his work on TVA s after-school robotics program. Mr. Johnson then discussed fiscal year 2016 results, objectives for fiscal year 2017 and beyond, and TVA s role as regulator of the local power companies within its service area. Mr. Johnson then commented on the service of military veterans, the experience and skills they bring to the workplace, and TVA s pride in being recognized as a military friendly employer. He then narrated a brief presentation regarding Navy veteran and TVA Project Control Specialist Heather Thompson, then thanked Ms. Thompson, other veterans, and active members of the military, and called for a salute from all to the veterans among us. Copies of the slides used by Mr. Johnson in his report are filed with the records of the Board as Exhibit 11/10/16A.

5 Report of the Finance, Rates, and Portfolio Committee Director Mahurin, Chair of the Committee, reported the Committee met on October 20 and reviewed TVA s financial performance. Director Mahurin then informed the Board that the Committee had one item for consideration, and had transferred another item to the People and Performance Committee due to a potential conflict of interest. Director Mahurin then requested and received reports from John Thomas, Executive Vice President and Chief Financial Officer, regarding Minute Items and Following Mr. Thomas s reports and the vote on Minute Item , Director Mahurin stated that management briefed the Committee on procedural steps associated with the Board s review of asset allocation changes in the pension system. Director Mahurin indicated the Committee had put considerable work into getting the pension system headed in a better direction, and that the Committee is satisfied that the process presented by management will provide the Board with an adequate mechanism to review asset allocation. Director Mahurin stated the Committee also reviewed its charter and annual agenda to determine whether it is devoting the appropriate amount of time to each area where it has oversight responsibility. Director Mahurin then acknowledged TVA s positive financial reports, and challenged the agency to continue on its trajectory for the benefit of those it serves. Copies of the slides used by Mr. Thomas in his report on Minute Item are filed with the records of the Board as Exhibit 11/10/16B.

6 Financial Performance Update John Thomas, Executive Vice President and Chief Financial Officer, reported on TVA s fiscal year 2016 financial performance, including a review of the year s summary income statement and summary cash flow statement. Mr. Thomas next compared results versus the plan for the year. Mr. Thomas then discussed the business planning that led to the year s results, using charts on rates, fuel cost, and debt to illustrate how TVA s strategies achieved those results. Copies of the slides used by Mr. Thomas in his report are filed with the records of the Board as Exhibit 11/10/16C Section 13 Tax Equivalent Payments The Board adopted the following resolution as recommended in a memorandum from the Executive Vice President and Chief Financial Officer, dated October 12, 2016, and filed with the records of the Board as Exhibit 11/10/16D: WHEREAS Section 13 of the Tennessee Valley Authority Act of 1933, as amended (16 U.S.C ee (2012)) (the TVA Act ), directs the Board to pay amounts in tax equivalent payments to the states and counties in which the power operations of TVA are carried on and in which TVA has acquired properties previously subject to state and local taxation; and WHEREAS Section 13 provides that the Board shall make a determination as to the amounts due to the states and counties and shall make such payments in monthly installments upon a basis more particularly set forth in Section 13; and WHEREAS pursuant to a resolution adopted by the Board on November 20, 2015, the Board approved making payments to states and counties during fiscal year 2016 in accordance with preliminary estimates approved in such resolution; and

7 7 WHEREAS amounts actually due the states and counties for fiscal year 2016 have now been calculated and are set forth in a memorandum from the Chief Financial Officer to the President and Chief Executive Officer dated October 12, 2016, and the accompanying schedules, which memorandum and schedules are filed with the records of the Board as Exhibit 11/10/16D; and WHEREAS TVA will not be able to determine the amounts actually due the states and counties for fiscal year 2017 until audited financial data for fiscal year 2016 is available; and WHEREAS the Board desires to begin making estimated payments to states and counties for fiscal year 2017 before the audited financial data for fiscal year 2016 is available; and WHEREAS Section 15d(g) of the TVA Act provides the payment under Section 13 due to a state where a power generating or related facility operated by TVA under a lease or lease-purchase agreement ( Leased Facility ) is located shall be reduced by the amount which is determined or estimated by the Board to result from holding the Leased Facility or from selling electric energy generated from the Leased Facility to the extent taxes or tax equivalents are paid by the owners (or others) on account of the Leased Facility; BE IT RESOLVED, That the Board of Directors, in accordance with Section 13 of the TVA Act, hereby finally determines that the amounts set out in Schedules 1 and 2 of Exhibit 11/10/16D are the amounts due and payable for fiscal year 2016 to the respective states and counties named in such schedules; RESOLVED further, That the Board authorizes and directs the Chief Financial Officer to make, or cause to be made, payments to states for fiscal year 2017 in accordance with established procedures on the basis of 98 percent of the estimated annual payments to states for fiscal year 2017 and payments to counties on the basis of 100 percent of the estimated annual payments to counties for fiscal year 2017, such payments to be made in equal monthly installments (except for payments to counties whose annual payment is less than $10,000, which payments shall be made in a lump sum during the first month of fiscal year 2017), until the Board has made a final determination of the respective amounts due for fiscal year 2017; RESOLVED further, That it is the Board s determination that both the amount attributable to holding a Leased Facility and the amount attributable to selling electric energy generated from a Leased Facility shall be used under Section 15d(g) in determining the amount by which TVA shall reduce the Section 13 payment to the state in which the Leased Facility is located; RESOLVED further, That the Board determines that in determining under Section 15d(g) the amount of the reduction of the Section 13 payment otherwise due a state, (1) the contribution of the Leased Facility to the Section 13 payment attributable to holding the Leased Facility shall be determined based upon how TVA accounts for the Leased Facility, and (2) the contribution of the Leased Facility to the Section 13 payment attributable to selling electric energy generated from the Leased Facility shall be calculated using the assumption that the sales of electricity

8 8 from the Leased Facility are apportioned among the various states in TVA s service area using the same proportion that the states contribute to TVA s gross power proceeds under Section 13; RESOLVED further, That the Chief Financial Officer shall cause to be explained to the appropriate state and county officials that the payments for fiscal year 2017 are based upon preliminary estimates and are subject to later adjustment. Prior to the commencement of the Report of the People and Performance Committee, Chair Ritch noted that one agenda item was transferred from the Finance, Rates, and Portfolio Committee to the People and Performance Committee due to a potential conflict of interest on the part of two of the former committee s members in relation to a proposed contract. Chair Ritch stated that he also has a potential conflict of interest with regard to the same proposed contract, and as a result he asked Director Evans to act in his stead in calling for Board consideration of the item Report of the People and Performance Committee Director Howorth, Chair of the Committee, acknowledged the assistance provided by his fellow Committee members and the staff, then reported the Committee met three times during the first fiscal quarter with an emphasis on workforce performance and compensation. Director Howorth stated the Committee received updated information regarding compensation benchmarking and market analysis from the Board s independent compensation consultants, Frederic W. Cook & Co., and also reviewed the compensation disclosure and analysis, which

9 9 will be included in TVA s 10-K report to the Securities and Exchange Commission (SEC) later in the month. Director Howorth stated the Committee spent a substantial amount of time reviewing TVA s performance during fiscal year 2016, remarked that TVA has had several consecutive years of strong financial performance, and then expressed the Committee s thanks to TVA employees for their work enabling the agency to achieve these results. Director Howorth discussed the performance measures set by the Board before the beginning of the fiscal year and, after reviewing TVA s performance against those goals and discussion with the Chief Executive Officer, Director Howorth communicated that the Committee is recommending a corporate multiplier of 1.0 in recognition of TVA s overall strong performance. Director Howorth then explained that TVA also established a separate set of incentives focused on longer term performance, which apply to those executives and officers responsible for sustaining certain key performance levels over a three-year horizon. Accordingly, after considering these specific metrics together with the results TVA attained during fiscal year 2016, Director Howorth reported that the Committee is recommending a payout of 110 percent under this Executive Long Term Incentive Plan. Following this discussion, Director Howorth introduced Board resolutions regarding the foregoing incentive payout recommendations. Following votes on the incentive pay resolutions, Director Howorth introduced a Board resolution providing for the continued, annual delegation to the Chief Executive Officer of the authority to approve salaries in excess of Executive Level IV.

10 10 Following the vote on the Executive Level IV salary approval delegation resolution, Director Howorth reported that the Committee, working with the Board Chair and an independent outside advisor, also conducted its annual review of the Chief Executive Officer s compensation to set the structure for fiscal year Director Howorth stated that the Chief Executive Officer s compensation was found to be below the twenty-fifth percentile of industry rankings, and well below the recommended, median market range of TVA s own compensation plan. Director Howorth explained that despite the fact that TVA s performance is measured against that of other utilities, the Chief Executive Officer is not compensated at the same level given the public service nature of the agency. Director Howorth stated that after a review of TVA s recent performance and benchmarking data, and in order to become more competitive, the Committee is proposing to make a change to bring the Chief Executive Officer s compensation closer to the twenty-fifth percentile by increasing the long-term, at-risk incentives that pay out relative to performance. Director Howorth then introduced a Board resolution to approve the 2017 Chief Executive Officer compensation proposal. Following the vote to approve the Chief Executive Officer compensation resolution, Director Howorth briefly discussed a recommendation from management to enter into long-term service agreements with General Electric International, Inc. (GE) to support the combined cycle projects at the Allen and Paradise fossil plant sites. Director Howorth then requested and received a report from David W. Sorrick, Senior Vice President, Power Operations, regarding Minute Item

11 11 Following the vote to approve the GE long-term service agreement resolution, Director Howorth noted that many of the items considered by the Committee during the past quarter are key components of TVA s annual report and its Compensation Discussion and Analysis, and that all of the actions recommended by the Committee and approved by the Board would be reflected in TVA s 10-K filing later in the month. Director Howorth also noted that the Committee had conducted its regular governance review of its charter and annual agenda. Copies of the slides used by Mr. Sorrick in his report on Minute Item are filed with the records of the Board as Exhibit 11/10/16E Fiscal Year 2016 Performance and Compensation The Board adopted the following resolution as recommended in a memorandum from the President and Chief Executive Officer, dated October 31, 2016, and filed with the records of the Board as Exhibit 11/10/16F: WHEREAS in a memorandum dated October 31, 2016, a copy of which is filed with the records of the Board as Exhibit 11/10/16F (Memorandum), the Chief Executive Officer (CEO) recommended approval of TVA s Winning Performance Team Incentive Plan (WPTIP) and Executive Annual Incentive Plan (EAIP) Corporate Multiplier for FY 2016 as set out in that Memorandum and its attachment; and WHEREAS on August 21, 2015, the TVA Board approved the WPTIP and EAIP Corporate Multiplier measures and goals for FY 2016; and WHEREAS the People and Performance Committee has reviewed the proposed WPTIP and EAIP Corporate Multiplier for FY 2016, as described above, and recommends its approval; BE IT RESOLVED, That the Board approves the WPTIP and EAIP Corporate Multiplier as set out in the Memorandum and its attachment effective for FY 2016.

12 12 The Board adopted the following resolution as recommended in a memorandum from the President and Chief Executive Officer, dated October 31, 2016, and filed with the records of the Board as Exhibit 11/10/16G: WHEREAS in a memorandum dated October 31, 2016, a copy of which is filed with the records of the Board as Exhibit 11/10/16G (Memorandum), the Chief Executive Officer (CEO) recommended approval of the Executive Long-Term Incentive Plan (ELTIP) payout percentage for the cycle ending in FY 2016; and WHEREAS on August 22, 2013, the TVA Board approved the ELTIP measures and goals for the cycle ending in FY 2016; and WHEREAS the People and Performance Committee has reviewed the ELTIP payout percentage for the cycle ending in FY 2016 and recommends its approval at the percentage set forth in the Memorandum and its attachment; BE IT RESOLVED, That, with regard to the ELTIP performance cycle ending in FY 2016, the Board approves the ELTIP payout percentage as set out in the Memorandum and its attachment. The Board adopted the following resolution as recommended in a memorandum from the Senior Vice President and Chief Human Resources Officer, dated October 4, 2016, and filed with the records of the Board as Exhibit 11/10/16H: WHEREAS information has been made available to the People and Performance Committee and to other Board members regarding the employees other than the Chief Executive Officer and the Inspector General with salaries in excess of Executive Schedule Level IV; and WHEREAS the Board previously delegated to the Chief Executive Officer the authority to approve lists of TVA employees whose salaries would exceed Executive Schedule Level IV for Fiscal Years 2008 through 2016; and

13 13 WHEREAS the Board does not desire to alter the previously approved guidance as part of any delegation related to Executive Schedule Level IV for Fiscal Year 2017; BE IT RESOLVED, That the Board hereby delegates to the Chief Executive Officer the authority to approve a list of TVA employees other than the Chief Executive Officer and the Inspector General whose salaries will exceed Executive Schedule Level IV for Fiscal Year Fiscal Year 2017 Chief Executive Officer Compensation The Board adopted the following resolution as recommended in a memorandum from the Chair of the People and Performance Committee, dated November 10, 2016, and filed with the records of the Board as Exhibit 11/10/16I: WHEREAS in accordance with the TVA Act, as amended, and the TVA Compensation Plan, as approved by the Board, the People and Performance Committee ( Committee ) has considered and recommends proposed compensation adjustments for TVA s Chief Executive Officer ( CEO ) beginning in Fiscal Year 2017 consisting of a performance grant ( LTP ) under TVA s Long-Term Incentive Plan ( LTIP ) and a retention grant ( LTR ) under TVA s LTIP, as set forth in the November 10, 2016, memorandum form Richard C. Howorth to the Board, a copy of which is filed with the records of the Board as Exhibit 11/10/16I; and WHEREAS Frederic W. Cook & Co., Inc., the Committee s independent executive compensation consultant, has reviewed and concurred in this recommendation; BE IT RESOLVED, That the Board hereby approves adjustments to the CEO s compensation beginning in Fiscal Year 2017 consisting of a performance grant ( LTP ) under TVA s Long- Term Incentive Plan ( LTIP ) and a retention grant ( LTR ) under TVA s LTIP, as set out in Exhibit 11/10/16I. Previously approved components of total compensation, including the eligibility to receive performance awards under the Executive Long-Term Incentive Plan ( ELTIP ) with target opportunity at 175%, for the performance cycle FY based in part on the achievement of established long-term goals, will remain unchanged.

14 Long-Term Service Agreements at Paradise and Allen After Director Evans, acting in Chair Rich s stead, announced that Chair Ritch and Directors Mahurin and McWherter had not participated in discussion or consideration of the ensuing item, and that none of them would vote on the item, the Board, on a vote of six in favor with three Board members recusing themselves, adopted the following resolution as recommended in a memorandum from the Executive Vice President, Generation, and Chief Nuclear Officer, dated October 11, 2016, and filed with the records of the Board as Exhibit 11/10/16J: WHEREAS given the expected future operational demands on the Paradise and Allen combinedcycle gas-fired power plants, located in Drakesboro, Kentucky, and Memphis, Tennessee, respectively ( the CC Plants ), failure to enter into long-term service agreements for planned and unplanned outages, and parts and services, for such CC Plants could reduce their reliability and availability; and WHEREAS General Electric International, Inc. (GEII) is the original equipment manufacturer for the gas turbines and generators at the CC Plants; and WHEREAS GEII is most familiar with the components and designs of the CC Plants gas turbines and generators, and is willing to execute long-term contracts now for outage and maintenance parts and services, and upgrade the CC Plants existing gas turbines to reduce future maintenance costs and enhance their operational flexibility; and WHEREAS entering into long-term service agreements (LTSAs) with GEII now provides the best technical and risk solution, and minimizes cost impacts and volatility for TVA, while helping to secure long-term, optimal commercial operation of the CC Plants; and WHEREAS a memorandum dated October 11, 2016, a copy of which is filed with the records of the Board as Exhibit 11/10/16J (Memorandum), recommends that the Board approve funding of up to $365 million for long-term (up to 24 year) contracts with GEII, for outage work, parts, services, and upgrades for the CC Plants; BE IT RESOLVED, That the Board of Directors hereby authorizes entering into two separate LTSAs with GEII for the scope of work as described in the Memorandum, subject to an aggregate contract ceiling of $365 million, and each for a maximum twenty-four year term.

15 Report of the Audit, Risk, and Regulation Committee Director Evans, Chair of the Committee, reported the Committee met multiple times in preparation for the filing of TVA s annual report with the SEC. On October 20, the Committee received a report from Inspector General Richard Moore and his staff, and also met in executive session with Randy Gregson and Rob Hofinger from Ernst & Young for an update on the external audit process and financial reporting. Director Evans stated that Dwain Lanier, Vice President, Operational and Regulatory Assurance, provided the Committee with an independent assessment of various activities at TVA, as well as a program update during the open portion of the meeting. Supplemental materials on enterprise risk were submitted for the Committee s review by Tammy Wilson, Vice President, Treasurer and Chief Risk Officer. Director Evans noted that the Committee also discussed a number of governance items examined not less often than annually, including the Committee s charter, annual agenda, the Board approved conflictof-interest policy, and the things of value protocol. Director Evans added that the Committee, with the assistance of Sherry Quirk, Executive Vice President and General Counsel, is considering ways in which the things of value protocol might operate more efficiently and effectively. Director Evans stated that an additional Committee meeting on November 9 focused entirely on the 10-K report, and during that meeting the Committee heard presentations from Diane T. Wear, Vice President and Controller, David Frankenberg, Assistant Controller, and James D. (David) Gamble, Director, Sarbanes-Oxley Program, regarding SEC financial reporting requirements. In addition, Ernst & Young provided an independent assessment of TVA s

16 16 financial reporting process. Director Evans stated the Committee recommended the inclusion of TVA s financial statements in the 10-K report to be filed with the SEC later in the month Report of the Nuclear Oversight Committee Director Brown, Chair of the Committee, began her report with a brief memorial to Chris Schwarz, former Site Vice President, Sequoyah Nuclear Plant, who died unexpectedly in late September, and she expressed the Board s condolences to Mr. Schwarz s family. Director Brown stated that, due to Mr. Schwarz s death, the Committee postponed a planned meeting at Sequoyah during the past quarter. During the re-scheduled meeting, held in Knoxville, the Committee was briefed by Joe Grimes, Executive Vice President, Generation, and Chief Nuclear Officer, regarding overall nuclear fleet performance and the performance of the fleet s individual units. Director Brown then acknowledged and congratulated the nuclear team for the successful integration of Watts Bar Unit 2 into fleet operations, after which she requested and received a report from Mike Skaggs, Executive Vice President, Operations, regarding Minute Item Following Mr. Skaggs presentation, Director Brown stated that during its meeting in Knoxville, management updated the Committee on TVA s nuclear oversight program. Director Brown stated that the Committee continues to focus on work environment issues, particularly with respect to fostering a workplace environment that encourages employees to raise safety concerns without fear of retaliation, and Director Brown emphasized that the Board remains committed to this goal. Director Brown reported that on November 2, Watts Bar senior

17 17 leadership, Committee consultant Sam Collins, and she (listening by phone) met senior officials from the Nuclear Regulatory Commission (NRC) to discuss progress to date on addressing the NRC s chilled work environment investigation at Watts Bar. Director Brown then stated that the Committee reviewed its annual agenda and charter with a special emphasis on the Committee s need for independent expertise. Director Brown reported that Sam Collins spent time comparing the Committee s charter to the charters of similar committees at other nuclear utilities to ensure that TVA adopts best practices with respect to nuclear oversight Watts Bar Unit 2 Update Mike Skaggs, Executive Vice President, Operations, reported that the completion of Watts Bar Unit 2 adds over 1,150 MW of carbon-free power to help meet the energy needs of TVA s nine million customers and then introduced a short video presentation highlighting many of the employees that helped bring the project to completion. Following the video, Mr. Skaggs gave an overview of the project s completion, noting that the overriding priority was safety, that the quality of the asset had been validated through testing, that its cost remained within the Board-approved $4.7 billion budget, and that commercial operation was declared on October 19. Copies of the slides used by Mr. Skaggs in his report are filed with the records of the Board as Exhibit 11/10/16K.

18 Report of the External Relations Committee Director McWherter, Chair of the Committee, reported the Committee met October 21, at which time it discussed its annual agenda and charter, leading to a determination that the charter needs minor clarification to more precisely capture the policies and strategies the Committee works on. Specifically, the Committee proposed adding the term electrification to its statement of purpose, and Director McWherter explained that in using the term, the Committee is referring to areas of TVA s business where advancement in technology are enhancing the ability for electricity to benefit society. As examples, Director McWherter mentioned electric vehicles; the conversion of industrial equipment, such as forklifts, to electric power; and the replacement of home appliances, such as heating and cooling units, with high efficiency electric heat pumps. Director McWherter explained that all of these applications can leverage TVA s ever-cleaner generation portfolio to reduce emissions and lower overall energy costs in the Tennessee Valley. Director McWherter then introduced a resolution to make this charter revision for the Board s consideration. Following the vote on the resolution revising the Committee s charter, Director McWherter reported that the update provided by management at the Committee s meeting covered a number of topics, including the response to TVA s request for information (RFI) on renewable generation, distributed generation resources, distributed energy and energy efficiency projects funded pursuant to TVA s settlement with the Environmental Protection Agency (EPA), TVA s communications strategies, issues associated with land planning, and floating homes issues. When the Board approved revised policies applicable to floating homes in May, a

19 19 follow-up report was requested from management on the topic, and at the Committee s meeting, management provided additional details on outreach, the status of regulatory efforts, and other matters related to floating homes. Director McWherter then noted that, at the request of Director Brown, the Committee considered the topic of TVA s membership in external organizations. The Committee engaged in a discussion with management on how to address this topic, and asked management to draft a potential Board practice on the subject. Director McWherter stated that membership in external organizations benefits TVA, and the Board encourages membership in organizations that will aid TVA in meeting its obligations to the people it serves. Director McWherter explained that the draft Board practice includes a policy statement specifying that TVA does not actively fund litigation or lobbying activities by external entities. Director McWherter stated that the Committee had considered the draft Board practice and recommends its adoption, after which he introduced a corresponding Board resolution Revisions to External Relations Committee Charter The Board adopted the following resolution: WHEREAS at its August 20, 2010, meeting the Board established a new committee of the Board of Directors, the External Relations Committee, that is dedicated to assisting the Board in fulfilling its responsibilities under the TVA Act, including responsibilities related to TVA s customers, stakeholders, environmental stewardship, technology leadership role, energy efficiency and economic development efforts; and WHEREAS the Board also adopted a charter to govern the activities of the committee; and

20 20 WHEREAS the External Relations Committee has reviewed the charter and recommends some changes to the charter to reflect a clarification with respect to the Purpose section, and a copy of the proposed amended charter is attached and designated as Exhibit 11/10/16L; BE IT RESOLVED, That the Board hereby adopts the proposed amended External Relations Committee charter Policy on TVA Membership in External Organizations The Board adopted the following resolution: WHEREAS the Board has from time to time adopted certain practices to address various Board and Board Committee processes and activities or to provide guidance in interpreting provisions of the Bylaws of the Tennessee Valley Authority; and WHEREAS the Board believes it would be useful and appropriate to adopt a practice establishing the advisability of TVA s participation in external organizations, subject to some limitations; and WHEREAS the External Relations Committee has developed a TVA Board Practice to provide guidance on TVA s participation in external organizations and has recommended this practice to the full Board; BE IT RESOLVED, That the Board hereby adopts the TVA Board Practice entitled Membership in External Organizations as filed with the records of the Board as Exhibit 11/10/16M. Following the conclusion of the Report of the External Relations Committee, Chair Ritch noted that his term on the Board and those of Director Mahurin and Director McWherter are drawing to a close, and while all have been re-nominated and await U.S. Senate re-confirmation, the latter may or may not occur. If not re-confirmed, this would be the last Board meeting for

21 21 Chair Ritch and Directors Mahurin and McWherter. Directors Mahurin and McWherter then offered brief comments on the same subject. The meeting was adjourned at 11:14 a.m. EST.