ex10-49




EXHIBIT 10.49


USEC Inc.

Summary of Supplemental Executive Retirement Plan

January 16, 2001


      In April 1999, the USEC Inc. Board of Directors approved, and USEC Inc.
(the “Company”) put in place, a Supplemental Executive Retirement Plan
(“SERP”). The purpose of the plan is to retain the services of, and provide
rewards and incentives to, members of a select group of management employees
who contribute to the success of the company. The plan provides supplemental
retirement benefits to select members of management who become members of this
plan. This plan is intended to be an unfunded plan of deferred compensation
for a select group of management or highly compensated employees, as provided
in the Employee Retirement Income Security Act of 1974, as amended.


      Effective August 3, 2000, the Board of Directors authorized the addition
of the following senior executives in this SERP: James H. Miller, Executive
Vice President, Robert J. Moore, Senior Vice President and General Counsel;
Philip H. Sewell, Senior Vice President; and Henry Z Shelton, Jr., Senior Vice
President and Chief Financial Officer.


      The following is a summary of the terms of the SERP as amended for these
individuals:


Plan Benefit


      The benefit objective of this plan shall be an amount equal to 55% of the
participant’s final average compensation. Final average compensation shall
mean the average annualized rate of base compensation and any annual incentive
compensation (cash and stock, but excluding stock options) earned during a
calendar year, for a three year period commencing on or after February 3, 1999,
and immediately preceding the termination date.


      The payment of benefits to each member of this plan is conditioned upon
the continuous employment of such member by the Company from the date of the
member’s participation in this plan until the member’s normal retirement, early
retirement, total and permanent disability, death or termination of employment
(other than for cause), whichever occurs first.


Payment of Benefits


      Benefits payable under the terms of the SERP shall be paid at the same
time and in the same form as the member’s benefit is paid under the qualified
plan. A member who elects normal retirement (age 62) shall receive a monthly
benefit equal to one-twelfth (1/12) of the benefit objective minus the
following amounts:



		
	 	      a) One hundred percent (100%) of the member’s monthly primary
social security benefit in effect on the later of 1) member’s
benefit commencement date, or 2) the member’s date of termination
of employment,



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	 	b) One hundred percent (100%) of the member’s monthly benefit
under the Company’s qualified plan (or other qualified plan to
which the Company has contributed on behalf of the member),
assuming commencement as of his benefit commencement date, and




		
	 	c) One hundred percent (100%) of the member’s monthly benefit
under the Company’s excess plan, assuming commencement as of his
benefit commencement date.



Early Retirement Benefit


      Early Retirement as defined in the plan is the termination of employment
with the Company (other than death or total and permanent disability) on the
first day of the month coinciding with or immediately following the member’s
attainment of age fifty-five. The prior approval of the Board of Directors is
required for the early retirement of a member before that member’s attainment
of age sixty (60).


      A member who elects early retirement and receives Board approval shall
receive a monthly benefit commencing on his early retirement date equal to
one-twelfth (1/12) of the benefit objective, reduced by 3% for each year that
the benefit commencement date precedes the member’s date of normal retirement.
In addition, the benefit amount shall also be reduced by the provisions of a),
b), and c) above.


      In addition to an Early Retirement Benefit, members determined to have
incurred a Total and permanent disability while employed by the Company shall
be entitled to a disability benefit. Also, upon the death of a member, the
member’s Surviving Spouse shall be entitled to receive a pre-retirement or post
retirement death benefit as is applicable.


Benefits Upon Other Terminations of Employment


      In the case of a member’s termination of employment other than by reason
of death or total and permanent disability and, prior to meeting early
retirement eligibility, the nonforfeitable plan benefit shall be calculated as
described for a member’s early retirement, but with the benefit objective
further reduced by 3% per year from the date the member would be eligible for
early retirement to the date of termination of employment. The earliest date
that payment of such plan benefit may commence is on the date of normal
retirement.


      In the case of the member’s termination of employment (other than by death
or permanent and total disability) after attaining the age of 55 without the
Board of Directors’ approval for early retirement, the nonforfeitable plan
benefit shall be calculated as is early retirement, with payment commencing on
the date of normal retirement.


      If a member is terminated for “Cause”, as defined in any employment
agreement applicable to the member, the member shall forfeit all rights to
payment under this plan.



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