ex10-51



EXHIBIT 10.51


 
 
 

USEC Inc.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 
 
 
 

Effective

as of

April 7, 1999


 






INTRODUCTION



     USEC Inc. desires 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 USEC Inc.


     In order to achieve this objective, effective April 7, 1999, USEC Inc.
has adopted the following Supplemental Executive Retirement Plan to provide
supplemental retirement benefits to select members of management and highly
compensated employees 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.


Article I



TITLE AND EFFECTIVE DATE


     1.1 This plan shall be known as the USEC Inc. Supplemental Executive
Retirement Plan (hereinafter referred to as the “Plan”).


     1.2 The Effective Date of this Plan shall be April 7,
1999.


Article II



DEFINITIONS


     As used herein, the following words and phrases shall have the meanings
specified below unless a different meaning is clearly required by the
context:


     2.1   The term “Actuarial Equivalent” shall mean Actuarial Equivalent as
defined in the Qualified Plan.


     2.2   The term “Benefit Commencement Date” shall mean the date on which
benefits commence to be payable to a Member or Surviving Spouse under this
Plan.


     2.3   The term “Benefit Objective” shall be an amount equal to 60% of the
Member’s Final Average Compensation.


     2.4   The term “Board of Directors” shall mean the Board of Directors of
the Company.


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     2.5   The term “Chief Human Resource Officer” shall mean the officer
appointed by the Board of Directors to administer the claims procedure
described in Article VI.


     2.6   The term “Company” shall mean USEC Inc., its successors and assigns,
any subsidiary or affiliated organizations authorized by the Board of
Directors to participate in this Plan with respect to their Members, and
subject to the provisions of Section 7.6, any organization into which the
Company may be merged or consolidated or to which all or substantially all of
its assets may be transferred.


     2.7   The term “Compensation” shall mean the annualized rate of base
compensation and any annual incentive compensation (cash or stock) earned
during a calendar year by the Member, regardless of whether paid in that
calendar year, pursuant to the USEC Inc. Annual Incentive Plan or similar plan
maintained by the Company, but shall not include compensation (i) in the form
of stock options or stock appreciation rights or (ii) any compensation, other
than annual incentive compensation, earned pursuant to the provisions of the
USEC Inc. 1999 Equity Incentive


     2.8   The term “Committee” shall mean the committee appointed by the Board
of Directors to administer this Plan pursuant to Article V.


     2.9   The term “Disability Benefit” shall be an amount equal to the Normal
Retirement Benefit to which the Disabled Member would be entitled under this
Plan had the Member elected to retire on his Normal Retirement Date at a level
of compensation no less than the Final Average Compensation he received on his
date of disability, with payment of the Disability Benefit commencing at age
62.


     2.10   The term “Disabled Member” shall mean any Member who incurs a
termination by reason of Total and Permanent Disability.


     2.11   The term “Early Retirement” shall mean Termination of Employment
with the Company (other than due to 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 (55). The prior approval of the Board of
Directors shall be required for the Early Retirement of a Member before that
Member’s attainment of age sixty (60).


     2.12   The term “Early Retirement Benefit” shall mean the benefit
calculated under Article IV herein which is payable to a Member who elects
Early Retirement.


     2.13   The term “Excess Plan” shall mean the USEC Inc. Excess Plan, as
amended from time to time.


     2.14   The term “Final Average Compensation” shall mean the average annual
Compensation paid to the Member by the Company for the three consecutive
years, commencing on or after February 3, 1999, immediately preceding the
Termination Date, or, if the Termination Date

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occurs prior to February 3, 2002, the average annual Compensation for the
number of years from February 3, 1999 to the Termination Date.


     2.15   The term “Member” shall mean any employee who is part of a select
group of management or highly compensated personnel who is designated as a
Member by the Committee as provided in Article III. A Member shall also mean a
retired or terminated Member or a Member’s Surviving Spouse who is receiving,
or entitled to receive, payments under the terms of this Plan.


     2.16   The term “Normal Retirement” shall mean Termination of Employment
with the Company on the first day of the month coinciding with or immediately
following the Member’s attainment of age sixty-two (62).


     2.17   The term “Normal Retirement Benefit” shall mean the benefit
calculated under Article IV herein which is payable to a Member who elects
Normal Retirement.


     2.18   The term “Plan” shall mean the USEC Inc. Supplemental Executive
Retirement Plan and any amendments thereto.


     2.19   The term “Plan Benefit” shall mean a benefit due a Member under the
terms of this Plan which shall commence as of the Member’s Benefit
Commencement Date.


     2.20   The term “Post-Retirement Death Benefit” shall be a benefit
calculated and paid in the same form and at the same time as the
post-retirement death benefit, if any, is paid under the Qualified Plan.


     2.21   The term “Pre-Retirement Death Benefit” shall be a benefit
calculated and paid in the same form and at the same time, as the
pre-retirement death benefit, if’ any, is paid under the Qualified Plan.


     2.22   The term “Primary Social Security Benefit” shall be the Member’,
primary benefit under the Social Security Act, as amended, determined on the
date as of which any offsets to benefits under this Plan are calculated, and
payable at the later of age 62 or the Benefit Commencement Date.


     2.23   The term “Qualified Plan” shall mean the Employees’ Retirement Plan
of USEC Inc., as amended from time to time.


     2.24   The term “Service” shall mean the period of full time employment of
a Member with the Company. For this purpose, all periods of employment with
the Company (both before and after the adoption of this Plan, and before and
after the employee becomes a Member in this Plan), shall be included as
Service.


     2.25   The term “Surviving Spouse” shall mean the spouse to whom the
Member was married at the time of the Member’s death.


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     2.26   The term “Termination Date” shall mean the first day of the month
next following the Member’s Termination of Employment.


     2.27   The term “Termination of Employment” shall mean the termination of a
Member’s Service for any reason, including voluntary or involuntary
separation, retirement or death, except for a termination for “Cause” as
described in Section 4.7(d).


     2.28   The term “Total and Permanent Disability” shall mean the total
incapacity of a Member due to bodily injury or physical or mental disease to
such all extent as to render it impossible for him to perform his customary or
other comparable duties with the Company as determined by the Committee on the
basis of competent medical advice and such other evidence as the Committee may
deem sufficient in accordance with uniform principles consistently applied.


Article III



DESIGNATION OF MEMBERS


     3.1   Designation of Members. The Members shall be those key employees of
the Company designated on an individual basis from time to time by the
Committee, in its sole discretion, as Members in this Plan.


     3.2   Continued Employment. The. payment of benefits to each Member
under this Plan is conditioned upon the continuous employment of such Member
by the Company (including periods of disability and authorized leaves of
absence) 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 whichever occurs first.


Article IV



PLAN BENEFIT


     4.1   Payment of Benefits. Except as otherwise specifically provided
herein, this Plan Benefit payable under the terms of this Article shall be
paid at the same time and in the same form as the Member’s benefit is paid
under the Qualified Plan.


     4.2   Normal Retirement Benefit. A member who elects Normal Retirement
shall receive a monthly benefit equal to one-twelfth (1/12) of the Benefit
Objective minus the following amounts:


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	 	(a)	 	One hundred percent (100%) of the Member’s monthly Primary
Social Security Benefit in effect on the later of (a) Member’s
Benefit Commencement Date, or (b) the Member’s date of
Termination of Employment,
	 
	 	(b)	 	One hundred percent (100%) of the Member’s monthly benefit
under the Qualified Plan, assuming commencement as of his
Benefit Commencement Date, and

	 
	 	(c)	 	One hundred percent (100%) of the Member’s monthly benefit
under the Excess Plan, assuming commencement as of his Benefit
Commencement Date.





Notwithstanding any other provision of this Section 4.2, in the event that the
Member has elected a benefit under the Qualified Plan other than a monthly
straight life annuity, the Normal Retirement Benefit shall be equal to the
Actuarial Equivalent of the benefit in this Section 4.2, determined by
calculating such benefit pursuant to the provisions described in this Section
4.2, and by converting the amount so obtained by using the Actuarial
Equivalent.


     4.3   Early Retirement Benefit. A Member who elects Early Retirement
shall receive a monthly benefit equal to one-twelfth (1/12) of:



	 	(a)	 	The Benefit Objective, reduced by 3% for each year that the Benefit
Commencement Date precedes the Member’s date of Normal Retirement.



Reduced by the sum of the following:



	 	(b)	 	One hundred percent (100%) of the Member’s monthly Primary
Social Security Benefit in effect on the later of (a) Member’s
Benefit Commencement Date, or (b) the Member’s date of
Termination of Employment;
	 
	 	(c)	 	One hundred percent (100%) of the Member’s monthly benefit
under the Qualified Plan, assuming commencement as of his;
Benefit Commencement Date; and
	 
	 	(d)	 	One hundred percent (100%) of the Member’s monthly benefit under the Excess
Plan, assuming commencement as of his Benefit Commencement Date.



     4.4 Disability Benefit. If a Member is determined to have incurred a Total and
Permanent Disability while employed by the Company, the Disabled Member shall
be entitled to the Disability Benefit. The Benefit Commencement Date for a
Disabled Member shall be on the first day of the month coinciding with

5







or immediately following the Member’s attainment of age 62.


     4.5   Pre-Retirement Death Benefit. In the event of the death of a Member
prior to his Benefit Commencement Date, the Member’s Surviving Spouse shall
be entitled to receive a Pre-Retirement Death Benefit.


     4.6   Post-Retirement Death Benefit. In the event of the death of a Member
after the attainment of his Benefit Commencement Date and before the complete
payment of his plan benefit, the Member’s Surviving Spouse shall be entitled
to receive a Post-Retirement Death Benefit.


     4.7   Nonforfeitable Right to Benefits Upon Other Terminations of
Employment. A Member shall have a nonforfeitable right, in accordance with
the terms of this Plan, to receive a benefit as follows:



	 	(a)	 	In the case of the 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 in Section
4.3, 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.
	 
	 	(b)	 	In the case of the approval of Early Retirement for the Member
(after the attainment of age 55 and prior to age 60), the
nonforfeitable Plan Benefit shall be calculated as described
in
Section 4.3, with payment commencing on a Benefit
Commencement Date approved by the Board of Directors.
	 
	 	(c)	 	In the case of the Member’s Termination of Employment other
than by reason of death or Total and Permanent Disability,
and
after the attainment of age 55 without Board of Directors’
approval
for Early Retirement, the nonforfeitable Plan Benefit shall
be
calculated as described in Section 4.3, with payment
commencing
on the date of Normal Retirement.
	 
	 	(d)	 	Notwithstanding the proceeding provision of this Section 4.7,
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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Article V



PLAN AMINISTRATION


     5.1   The Committee shall administer this Plan and keep records of
individual Member benefits.


     5.2   The Committee shall have the authority to interpret this Plan, to
adopt and review rules relating to this Plan, and to make any other
determinations for the administration of this Plan.


     Subject to the terms of this Plan, the Committee shall have exclusive
jurisdiction (i) to select the employees eligible to become Members, (ii) to
determine the eligibility for, and form and method of, any benefit payments,
(iii) to establish the timing; of benefit distributions, and (iv) to settle
claims according to the provisions in Article VI.


     5.3   The Committee may employ such counsel, accountants, actuaries, and
other agents as it shall deem advisable. The Company shall pay the
compensation of such counsel, accountants, actuaries, and other agents and any
other expenses incurred by the Committee in the administration of this Plan.


Article VI



CLAIMS PROCEDURE



     6.1   The Chief Human Resources Officer of the Company shall administer the
claims procedure under this Plan.



	 	(a)	 	The business address and telephone number of
the Chief Human Resources Officer of the Company is:
	 
	 	 	 	Vice President, Human Resources

   And Administration

6903 Rockledge Drive

Bethesda, Maryland 20817

(301) 564-3335
	 
	 	(b)	 	The Company shall have the right to change the address and
telephone number of the Chief Human Resources Officer. The Company
shall give each Member written notice of any change of the Chief
Human Resources Officer, or any change in the address and
telephone number of the Chief Human Resources Officer.



     6.2   Benefits shall be paid in accordance with the provisions of this
Plan. The Member (hereinafter referred to as the “Claimant”) shall make a
written request for the benefits provided

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benefits provided under this Plan. This written claim shall be mailed or
delivered to the Chief Human Resources Officer.


     6.3   If the claim is denied, either wholly or partially, notice of the
decision shall be mailed to the Claimant within a reasonable time period.
This time period shall not exceed 90 days after the receipt of the claim by
the Chief Human Resources Officer.


     6.4   The Chief Human Resources Officer shall provide such written notice
to every Claimant who is denied a claim for benefits under this Plan. The
notice shall set forth the following information:



	 	(a)	 	the specific reasons for the
denial;
	 
	 	(b)	 	the specific reference to pertinent Plan
provisions on which the denial is based;
	 
	 	(c)	 	a description of any additional material or
information necessary for the Claimant to perfect the claim
and an explanation of why such material or information is
necessary; and
	 
	 	(d)	 	appropriate information and explanation of the
claims procedure under this Plan to permit the Claimant to
submit his claim for review.



     6.5   The claims procedure under this Plan shall allow the Claimant a
reasonable opportunity to appeal a denied claim and to get a full and fair
review of that decision from the Committee.



	 	(a)	 	The Claimant shall exercise his right of appeal by
submitting a written request for a review of the denied claim to
the Chief Human Resource; Officer. This written request for review
must be submitted to the Chief Human Resources Officer within sixty
(60) days after receipt by the Claimant of the written notice of
denial.
	 
	 	(b)	 	The Claimant shall have the following rights under
this appeal procedure:




		
	 	     (1) to request a review by the Committee
upon written application to the Chief Human Resources
Officer;
	 
	 	     (2) to review pertinent documents with
regard to the employee benefit plan created under
this Plan;
	 
	 	     (3) to submit issues and comments in writing;



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	 	     (4) to request an extension of time to
make a written submission of issues and comments; and
	 
	 	     (5) to request that a hearing be held to
consider Claimant’s appeal.



     6.6   The decision on the review of the denied claim shall promptly be
provided by the Committee:



	 	(a)	 	within forty-five (45) days after the receipt
of the request for review if no hearing is held; or
	 
	 	(b)	 	within ninety (90) days after the receipt of
the request for review, if an extension of time is necessary
in order to hold a hearing.




	 		(1)	If an extension of time is necessary
in order to hold a hearing, the Committee shall give
the Claimant written notice of the extension of time
and of the hearing. This notice shall be giver prior to
any extension.
	 
	 		(2)	The written notice of extension shall
indicate that an extension of time will occur in order
to hold a hearing on Claimant’s appeal. The notice
shall also specify the place, date, and time of that
hearing and the Claimant’s opportunity to participate
in the hearing. It may also include any other
information the Committee believes may be important or
useful to the Claimant in connection with the appeal.



     6.7   The decision to hold a hearing to consider the Claimant’s appeal of
the denied claim shall be within the sole discretion of the Committee, whether
or not the Claimant requests such a hearing.


     6.8   The Committee’s decision on review shall be made in writing and
provided to the Claimant within the specified time periods. This written
decision on review shall contain the following information:



	 	(a)	 	the decision(s);
	 
	 	(b)	 	the reasons for the decision(s);
and
	 
	 	(c)	 	specific reference to the provisions of
this Plan on which the decision(s) is/are based.



     All of this information shall be written in a manner calculated to be
understood by the Claimant.


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Article VII



MISCELLANEOUS



     7.1   Nothing contained in this Plan shall be deemed to give any Member
the right to be retained in the service of the Company.


     7.2   Nothing contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or be construed to create a trust of any
kind or a fiduciary relationship between the Company and the Member, his
spouse or any other person. Any funds which may be invested by the Company to
insure itself against any and all financial losses which the Company may
incur under the provisions of this Plan shall continue for all purposes to be
a part of the general funds of the Company, and no person other than the
Company, shall, by virtue of the provisions of this Plan, have any interest
in such funds. To the extent that any person acquires a right to receive
payment from the Company under this Plan, such right shall be no greater than
the right of any general unsecured creditor of the Company.


     7.3   A retired Member shall not be considered an employee for any
purpose under the law.


     7.4   Except insofar as this provision may be contrary to applicable law,
no sale, transfer, alienation, assignment, pledge, collateralization, or
attachment of any benefits under this Plan shall be valid or recognized by the
Committee.


     7.5   The Company reserves the right at any time and from time to time, by
action of its Board of Directors to terminate, modify or amend, in whole or in
part, any or all of the provisions of this Plan, including specifically the
right to make any such amendments effective retroactively; provided that no
such action shall reduce the Plan Benefits of any Member or Surviving Spouse.


     7.6   The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation, or otherwise) to all or substantially all
of the business and/or assets of the Company to expressly assume and agree to
perform this Plan in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place.


     7.7   This Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns and each Member and his legal
representatives.


     7.8   This Plan shall be governed by the laws of the State of Delaware,
except to the extent pre-empted by federal law. This Plan is solely between
the Company and the Member. The Member shall have recourse against the Company
only for enforcement of this Plan.


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     7.9   Any words herein used in the masculine shall be read and construed in
the feminine where they would so apply. Words in the singular shall be read
and construed as though used in the plural in all cases where they would so
apply.


     7.10   The titles to articles and headings of sections of this Plan are
for convenience of reference, and in case of any conflict, the text of this
Plan, rather than such titles and headings, shall control.


     IN WITNESS WHEREOF, the Board of Directors has duly adopted this Plan
and caused it to be executed by the Company effective as of the
7th day of
April, 1999.

	 	 	 
	Attest:	 	
USEC Inc.
	 
	/s/ Timothy B. Hansen



Timothy B. Hansen

Secretary	 	
/s/ Henry Z Shelton



Henry Z Shelton

Title: Senior Vice President and

        Chief Financial Officer




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FIRST AMENDMENT

TO

THE USEC INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


      WHEREAS, the Company maintains the USEC Inc. Supplemental Executive
Retirement Plan (the “Plan”); and


      WHEREAS, the Compensation Committee of the Company’s Board of Directors
has determined, in accordance with Section 5.2 of the Plan, that certain
additional employees of the Company should participate in the Plan on certain
terms and conditions; and


      WHEREAS, certain changes to the Plan are required to implement such
determination of the Compensation Committee; and


      WHEREAS, the Compensation Committee has authorized the proper officers of
the Company, or any of them, to execute an amendment to the Plan effecting the
Committee’s determination.


      NOW, THEREFORE, the Plan shall be amended as follows, effective as of
August 4, 2000:


      1. Section 2.1 is amended to read in its entirety as follows:



		
	 	      “Except to the
extent otherwise provided herein, the term ‘Actuarial
Equivalent’ shall mean Actuarial Equivalent as defined in the Qualified
Plan.”



      2. Section 2.3 is amended to read in its entirety as follows:



		
	 	      “The term
‘Benefit Objective’ shall mean (i) with respect to the
Chief Executive Officer of the Company, an amount equal to 60% of Final
Average Compensation, and (ii) with respect to all other Members, an
amount equal to 55% of Final Average Compensation.”



      3. A new Section 2.8A is added to the Plan immediately following Section
2.8 to read in its entirety as follows:



		
	 	      “The term
‘CSRS’ shall mean the Civil Service Retirement System
maintained by the United States federal government.



      4. A new Section 2.8B is added to the Plan immediately following Section
2.8A to read in its entirety as follows:

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	 	      “The term
‘CSRS/FERS Benefit’ shall mean the accrued benefit of a
Government Pension Member under the CSRS or the FERS, as the case may be,
determined without regard to any employee contributions, if applicable,
expressed as a monthly single life annuity commencing on the first day of
the month coinciding with or immediately following the Government Pension
Member’s attainment of age sixty-two (62) based on the actuarial
assumptions applicable under CSRS or FERS, as the case may be. For
purposes of the Plan, the portion of a Government Pension Member’s
CSRS/FERS Benefit attributable to his service with the Company shall be
the Government Pension Member’s CSRS/FERS Benefit multiplied by a
fraction, the numerator of which is his years of service with the Company
and the denominator of which is the years of service taken into account
under CSRS or FERS, as the case may be, in determining the amount of his
CSRS/FERS Benefit.”



      5. Section 2.13 is amended to read in its entirety as follows:



		
	 	      “The term
‘Excess Plan’ shall mean the USEC Inc. Pension Restoration
Plan, as amended from time to time.”



      6. A new Section 2.13A is added to the Plan immediately following Section
2.13 to read in its entirety as follows:



		
	 	      “The term
‘FERS’ shall mean the Federal Employees Retirement System
maintained by the United States federal government.”



      7. A new Section 2.14A is added to the Plan immediately following Section
2.14 to read in its entirety as follows:



		
	 	      “The term
‘Government Pension Member’ means a Member who has elected
pursuant to 42 U.S.C. § 2297h-8(b) to participate in the CSRS or FERS in
lieu of coverage under the Qualified Plan.



      8. Section 2.20 is amended to read in its entirety as follows:



		
	 	      “The term
‘Post-Retirement Death Benefit’ shall mean (i) with
respect to any Member other than a Government Pension Member, a benefit
calculated and paid in the same form and at the same time as the
post-retirement death benefit, if any, is paid under the Qualified Plan,
and (ii) with respect to any Government Pension Member, a benefit
calculated and paid in the same form and at the same time as a
post-retirement death benefit would have been paid under the Qualified
Plan had the Government Pension Member’s CSRS/FERS Benefit attributable
to his service with the Company been accrued under the Qualified Plan.”






      9. Section 2.21 is amended to read in its entirety as follows:


2









		
	 	      “The term
‘Pre-Retirement Death Benefit’ shall mean (i) with respect
to any Member other than a Government Pension Member, a benefit
calculated and paid in the same form and at the same time as the
pre-retirement death benefit, if any, is paid under the Qualified Plan,
and (ii) with respect to any Government Pension Member, a benefit
calculated and paid in the same form and at the same time as a
pre-retirement death benefit would have been paid under the Qualified
Plan had the Government Pension Member’s CSRS/FERS Benefit attributable
to his service with the Company been accrued under the Qualified Plan.”



      10. Section 3.1 is amended to read in its entirety as follows:



		
	 	      “The Members shall be those key employees of the Company designated
on an individual basis from time to time by the Committee, in its sole
discretion, as Members in this Plan, and shown in Appendix 1, attached
hereto.



      11. Section 4.1 is amended to read in its entirety as follows:



		
	 	      “Except as otherwise specifically provided herein, the Plan Benefit
payable under the terms of this Article IV shall be paid:




		
	 	      “(i) with respect to any Member other than a Government
Pension Member, at the same time and in the same form as the
Member’s benefit is paid under the Qualified Plan, and




		
	 	      “(ii) with respect to any Government Pension Member, at the
time and in the form elected by the Government Pension Member in a
manner established by the Committee, provided that the Government
Pension Member then could have elected a benefit at such time and
in such form under the Qualified Plan had he participated in the
Qualified Plan.”



      12. Section 4.2(b) is amended to read in its entirety as follows:



		
	 	      “One hundred percent (100%) of (i) in the case of a Member other
than a Government Pension Member, the Member’s monthly benefit under the
Qualified Plan, or (ii) in the case of a Government Pension Member, the
Government Pension Member’s CSRS/FERS Benefit attributable to his service
with the Company, in the case of either clause (i) or (ii), assuming
commencement as of the Benefit Commencement Date.”



      13. The flush language at the end of Section 4.2 is amended to read in its
entirety as follows:



		
	 	      “Notwithstanding any other provision of this Section 4.2 or Section
4.3, in the event that a Plan Benefit is payable to a Member in a form
other than a monthly straight life annuity, the Normal Retirement Benefit
(or Early Retirement Benefit) shall be equal 



3









		
	 	to the Actuarial Equivalent
of the benefit in this Section 4.2 (or Section 4.3), determined by
calculating such benefit pursuant to the provisions described in this
Section 4.2 (or Section 4.3), and by converting the amount so obtained by
using the Actuarial Equivalent.”



      14. Section 4.3(c) is amended to read in its entirety as follows:



		
	 	      “One hundred percent (100%) of (i) in the case of a Member other
than a Government Pension Member, the Member’s monthly benefit under the
Qualified Plan, or (ii) in the case of a Government Pension Member, the
Government Pension Member’s CSRS/FERS Benefit attributable to his service
with the Company, in the case of either clause (i) or (ii), assuming
commencement as of the Benefit Commencement Date.”



* * *


      IN WITNESS WHEREOF, the undersigned has executed this document as of the
25th day of April, 2001.




	 	 
	  	 USEC INC.
	  	  
	  	  
	  	      /s/ Henry Z Shelton, Jr.            

By:        Henry Z Shelton, Jr.

Senior Vice President and Chief Financial Officer



      ATTEST:


Name:       /s/ Richard Rowland          



Title:       Director, Human Resources  




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APPENDIX 1


      The key employees of the Company designated by the Committee as Members in
the USEC Inc. Supplemental Executive Retirement Plan, as described in Section
3.1:


William H. Timbers, Jr.

James H. Miller 

Robert J. Moore 

Philip G. Sewell

Henry Z. Shelton, Jr.



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