exv10w2






Exhibit 10.2




USEC INC.

1999 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Amended and Restated Effective

January 1, 2008




 









 





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, USEC Inc. originally adopted the Supplemental Executive
Retirement Plan effective April 7, 1999 to provide supplemental retirement benefits to select
members of management and highly compensated employees who become Members of this plan. This plan
has been renamed, amended and restated, effective January 1, 2008, to reflect the requirements of
Section 409A and is intended to continue 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. It is intended that the provisions of this Plan with
respect to Grandfathered Benefits have not been and shall not be materially modified from the
provisions in effect on October 3, 2004, and the Plan shall be construed consistent with that
intent. Non-Grandfathered Benefits for which payment commenced after December 31, 2004 and prior
to January 1, 2008 have been paid in good-faith compliance with the requirements of Section 409A.
This restatement shall not apply to benefits of Members who have no Non-Grandfathered benefits or
who have benefits that were in pay status prior to January 1, 2008; such Members’ benefits shall be
governed by the terms of the Plan in effect the earlier of October 3, 2004 or the date of the
Member’s Termination of Employment.



Article I




TITLE AND EFFECTIVE DATE




     1.1 This plan shall be known as the USEC Inc. 1999 Supplemental Executive Retirement Plan
(hereinafter referred to as the “Plan”). The Plan was originally named the USEC, Inc. Supplemental
Executive Retirement Plan.



     1.2 The original Effective Date of this Plan is April 7, 1999. This amended and restated Plan
is effective with respect to benefits commencing on or after January 1, 2008.



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



 









 





     2.2 The term “Benefit Commencement Date” shall mean with respect to Grandfathered Benefits,
the date on which benefits commence to be payable to a Member or
Surviving Spouse as provided under the respective section of this Plan, and with respect to
Non-Grandfathered Benefits, as soon as practicable after the later of the Member’s attainment of
age fifty-five (55) or the Member’s Termination of Employment for any reason except death or
disability, but in no event more than ninety (90) days following the later of such dates. The
Benefit Commencement Date in the case of death shall be the first day of the month coincident to or
next following the date of death. The Benefit Commencement Date in the case of a Total and
Permanent Disability that qualifies as a disability under Section 409A shall be the first day of
the month coincident to or next following the determination of Total and Permanent Disability.
Notwithstanding the foregoing, the date on which payment of Non-Grandfathered Benefits shall be
made or commence shall be postponed if required by Section 4.9.



     2.3 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.



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



     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 Program 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 Plan earned by the Member.



     2.8 The term “Committee” shall mean the Compensation Committee of the Board of Directors of
the Company or its delegate.



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



     2.10 The “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



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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.



     2.11 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 sixty-second (62nd) birthday at a level of compensation no less than his Final
Average Compensation determined as of his Termination of Employment on account of disability.



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



     2.13 The term “Early Retirement” shall mean Termination of Employment with the Company (other
than due to death or Total and Permanent Disability) on or after the Member’s attainment of age
fifty-five (55) and prior to the Member’s attainment of age sixty-two (62). With regard to the
payment of Grandfathered Benefits, 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).



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



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



     2.16 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.



     2.17 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.



     2.18 The term “Grandfathered Benefits” shall mean any benefits accrued under this Plan for any
Member that were earned by such Member and vested on or before December 31, 2004 and not materially
modified after October 3, 2004, taking into account the benefit formula under the Plan, the
Participant’s Service and the Participant’s Final Average Compensation determined as though he had
a Termination of Employment on December 31, 2004.



     2.19 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.



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     2.20 The term “Non-Grandfathered Benefits” shall mean any benefits accrued under this Plan
that are not Grandfathered Benefits.



     2.21 The term “Normal Retirement” shall mean Termination of Employment on or after the
Member’s attainment of age sixty-two (62).



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



     2.23 The term “Plan” shall mean the USEC Inc. 1999 Supplemental Executive Retirement Plan and
any amendments thereto.



     2.24 The term “Plan Benefit” shall mean a benefit due a Member under the terms of this Plan.



     2.25 The term “Post-Retirement Death Benefit” shall mean (a) with respect to any Member other
than a Government Pension Member, a benefit calculated under the Qualified Plan, and paid, with
respect to Grandfathered Benefits, in the same form and at the same time as the post-retirement
death benefit, if any, is paid under the Qualified Plan, and paid, with respect to
Non-Grandfathered Benefits, commencing on the Benefit Commencement Date in accordance with the
method of payment specified in Section 4.8 for benefits, if any, payable after the Member’s death;
and (b) with respect to any Government Pension Member, a benefit calculated under the Qualified
Plan, and paid, with respect to Grandfathered Benefits, 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, and paid, with respect to Non-Grandfathered Benefits, commencing on the Benefit
Commencement Date in accordance with the method of payment specified in Section 4.8 for benefits,
if any, payable after the Member’s death.



     2.26 The term “Pre-Retirement Death Benefit” shall mean the actuarial equivalent, as of the
Benefit Commencement Date, of the survivor benefit payable to the Member’s Surviving Spouse under a
Qualified Joint and Survivor Annuity based on the Member’s Plan Benefit calculated as though the
Member had a Termination of Employment on the date of his death, and, with respect to Grandfathered
Benefits, paid in the same form and at the same time as the pre-retirement death benefit, if any,
is or would be paid under the Qualified Plan, and with respect to Non-Grandfathered Benefits, paid
at the time and form provided in Section 4.5.



     2.27 The term “Primary Social Security Benefit” shall mean the Actuarial Equivalent, as of the
Benefit Commencement Date, of the Member’s 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, with respect to Grandfathered Benefits, commencing
at the later of age sixty-two (62) or the Benefit Commencement Date, and with regard to
Non-Grandfathered Benefits, commencing on the date the Member attains age sixty-two (62).



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     2.28 The term “Qualified Joint and Survivor Annuity” shall mean, in the case of a married
Member, an annuity for the life of the Member with a survivor annuity for the life of the Member’s
spouse which survivor annuity is fifty percent (50%) of the amount of the annuity payable during
the joint lives of the Member and the Member’s spouse.



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



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



     2.31 The term “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986,
together with any and all regulations, rulings and other applicable guidance issued thereunder.



     2.32 The term “Section 409A Penalties” shall have the meaning set forth in Section 4.10 of
this Plan.



     2.33 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.



     2.34 The term “Specified Employee” shall mean any person described in Section 409A(a)(2)(B)(i)
of the Code and Treasury Regulation Section 1.409A-1(i) as determined from time to time by the
Committee in its discretion.



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



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



     2.37 The term “Termination of Employment” shall mean the termination of a Member’s Service for
any reason, including voluntary or involuntary separation, disability, or death, except for a
termination for “Cause” as described in Section 4.7(d). Notwithstanding the foregoing, with regard
to Non-Grandfathered Benefits, the term “Termination of Employment” shall mean and be interpreted
in a manner consistent with the definition of “separation from service” within the meaning of
Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h), except with
regard to a termination for Cause as described in Section 4.7(d) hereof. The Committee retains the
right and discretion to specify, and may specify, whether a Termination of Employment occurs for
individuals providing services to the Company immediately prior to an asset purchase transaction in
which the Company or an affiliate is the
seller who provide services to a buyer after and in connection with such asset purchase
transaction; provided, such specification is made in accordance with the requirements of Treasury
Regulation Section 1.409A-1(h)(4).



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     2.38 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 an 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 as set forth on Appendix 1, attached hereto. No new Members shall be
designated after December 31, 2005.



     3.2 Continued Employment.  The payment of benefits to each Member under this Plan is
conditioned upon the continuous Service 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, or
death, or Termination of Employment whichever occurs first.



Article IV




PLAN BENEFIT




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




	 	(a)	 	with respect to any Member other than a Government Pension
Member (i) with regard to Grandfathered Benefits, at the same time and in the
same form as the Member’s benefit is paid under the Qualified Plan, and (ii)
with regard to Non-Grandfathered Benefits, commencing on the Benefit
Commencement Date in the form provided in Section 4.8, and
	 
	 	(b)	 	with respect to any Government Pension Member, (i) with regard
to Grandfathered Benefits, 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; or (ii) with regard to Non-
Grandfathered Benefits, commencing on the Benefit Commencement Date in the
form provided in Section 4.8.




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     4.2 Normal Retirement Benefit.  A Member who has a Normal Retirement shall receive a
Normal Retirement Benefit that is the Actuarial Equivalent of the monthly benefit for life,
commencing on the Member’s Benefit Commencement Date, 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;
	 
	 	(b)	 	One hundred percent (100%) of (i) in the case of a Member other
than a Government Pension Member, the Actuarial Equivalent of the Member’s
monthly benefit under the Qualified Plan; or (ii) in the case of a Government
Pension Member, the Actuarial Equivalent of 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 his Benefit Commencement
Date, and
	 
	 	(c)	 	With respect to Grandfathered Benefits, 100% of the Member’s
monthly benefit under the Restoration Plan, assuming commencement as of his
Benefit Commencement Date, and with respect to Non-Grandfathered Benefits, the
Actuarial Equivalent of 100% of the Member’s benefit under the Restoration
Plan.




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 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.




     4.3 Early Retirement Benefit. A Member who elects Early Retirement shall receive an
Early Retirement Benefit commencing on the Benefit Commencement Date that is the Actuarial
Equivalent of a monthly benefit for life 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;
	 
	 	(c)	 	One hundred percent (100%) of (i) in the case of a Member other
than a Government Pension Member, the Actuarial Equivalent of the Member’s
monthly benefit under the Qualified Plan, or (ii) in the case of a
Government Pension Member, the Actuarial Equivalent of 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 his Benefit Commencement Date, and




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	 	(d)	 	With respect to Grandfathered Benefits, 100% of the Member’s
monthly benefit under the Restoration Plan, assuming commencement as of his
Benefit Commencement Date, and with respect to Non-Grandfathered Benefits, the
Actuarial Equivalent of 100% of the Member’s benefit under the Restoration Plan
beginning at age sixty-two (62).





     4.4 Disability Benefit. If a Member is determined to have incurred a Total and
Permanent Disability while employed by the Company prior to attaining age sixty-two (62), the
Disabled Member shall be entitled to the Disability Benefit, commencing on the Benefit Commencement
Date. With respect to Grandfathered Benefits the Disability Benefit shall be paid in the same form
as the Member’s benefits under the Qualified Plan. With respect to Non-Grandfathered Benefits, the
Disability Benefit shall be paid in the form specified in Section 4.8.



     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 (if any) shall be entitled to receive a
Pre-Retirement Death Benefit commencing on the Benefit Commencement Date. With respect to
Grandfathered Benefits the Pre-Retirement Death Benefit shall be paid in the same form as the
survivor benefits under the Qualified Plan. With respect to Non-Grandfathered Benefits, the
Pre-Retirement Death Benefit shall be paid in the form of a monthly annuity for the life of the
Surviving Spouse.



     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 such Post-Retirement Death Benefit as
may be applicable as described in Section 2.25.



     4.7 Nonforfeitable Right to Benefits Upon Other Termination of Employment. A Member
who has a Termination of Employment prior to Early Retirement shall have a nonforfeitable right, in
accordance with the terms of this Plan, to receive a benefit equal to the Actuarial Equivalent, as
of the Benefit Commencement Date, of the amount described below, commencing on the Benefit
Commencement Date, in the form specified in Section 4.8:




	 	(a)	 	In the case of the Member’s Termination of Employment other
than by reason of death prior to Early Retirement, the nonforfeitable Plan
Benefit shall be calculated as described in Section 4.3, but with the Benefit
Objective further reduced by three percent (3%) per year from the date the
Member would be eligible for Early Retirement to the date of Termination of
Employment. With respect to Grandfathered Benefits, the earliest date that
payment of such Plan Benefit may commence is on the date the
Member attains age sixty-two (62). With respect to Non-Grandfathered
Benefits, payment shall commence on the Benefit Commencement Date.




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	 	(b)	 	With regard to Grandfathered Benefits, (i) in the case of the
approval of Early Retirement for the Member (after the attainment of age
fifty-five (55) and prior to age sixty (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; and (ii) 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 fifty-five (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 as of the date the Member attains age sixty-two (62).
	 
	 	(c)	 	Notwithstanding the preceding 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.





     4.8 Non-Grandfathered Benefits. A Member who is entitled to Non-Grandfathered
Benefits under the Plan shall receive such benefits on the Benefit Commencement Date in the form of
a single lump sum that, as of the Benefit Commencement Date, is the Actuarial Equivalent of the
amount described in Section 4.2.



     4.9 Specified Employees. Notwithstanding any other provision of this Plan, in the
event of Non-Grandfathered Benefits to be paid pursuant to this Plan based upon a Member’s
Termination of Employment at a time when the Committee has determined that such Member is a
Specified Employee, such payment shall not be paid (or commence) before the date which is six (6)
months and one day after the Member’s Termination of Employment. All payments delayed pursuant to
this Section shall be aggregated into one lump sum payment and shall be paid without interest as of
the first day of the seventh month after such Member’s Termination of Employment in accordance with
the Company’s normal payroll practices. Any annuity other than a straight life annuity shall be
the Actuarial Equivalent of a straight life annuity.



     4.10 Application of 409A. The Company intends for the Plan, as described herein and
as may be subsequently amended from time to time, to be written, construed and operated in a manner
such that no amounts deferred under the Plan become subject to (i) the gross income inclusion set
forth within Code Section 409A(a)(1)(A); or (ii) the interest and additional tax set forth within
Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”).
Notwithstanding any other provision of this Plan, acceleration of payment of accrued benefits or
any other action (including amendment or termination of the Plan) shall be permitted and effective
only to the extent such would not result in amounts deferred under the Plan becoming subject to the
Section 409A Penalties.



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     4.11 Cashout of Small Benefits. Notwithstanding the foregoing, if the lump sum
Actuarial Equivalent of any benefits payable (or remaining payable) hereunder, when aggregated with
any limited cashout from any other applicable non-account balance deferred compensation plan of the
Company or its affiliates covering the Participant, is $10,000 or less, the Committee shall direct
the immediate payment of such benefits due a Participant, spouse, or beneficiary under this Plan in
the form of such lump sum amount. The payment of the lump sum shall be in full discharge of the
Corporation’s obligations under this Plan to the Participant, his spouse, or beneficiaries.



     4.12 Acceleration of Payments for Tax Obligations. The time or schedule of any
payment under this Plan may be accelerated with respect to any Member at any time to the extent
necessary for the payment of any state, local, federal or foreign taxes imposed or required to be
withheld in respect of any accrued benefit under the Plan. Any payment made pursuant to this
Section shall not exceed in amount the minimum statutory tax withholding or income inclusion
obligation and with regard to Non-Grandfathered Benefits shall be made in accordance with Treasury
Regulation Sections 1.409A-3(j)(4)(vi) and (vii).



Article V




PLAN ADMINISTRATION




     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.



     5.3 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 with
regard to Grandfathered Benefits, the form and method of, any benefit payments; (iii) with regard
to any Grandfathered Benefits, to establish the timing of benefit distributions; and (iv) to settle
claims according to the provisions in Article VI.



     5.4 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.



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




Senior Vice President, Human Resources and Administration

6903 Rockledge Drive

Bethesda, Maryland 20817

(301) 564-3306





	 	(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
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 ninety (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 Resources
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.




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	 	(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;
	 
	 	(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 given 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.



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     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.



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; and
provided further that no such amendment or termination shall result in any acceleration or delay in
the payment of any amount due under this Plan if it would trigger Section 409A Penalties. In
addition, no amendment or termination of the Plan shall be effective to the extent that it would
cause the Grandfathered Benefits hereunder to be materially modified
within the meaning of Treasury Regulation Section 1.409A-6(a)(4) or otherwise become subject
to Section 409A.



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     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.



     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 1st day of August, 2008.



	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	USEC Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Peter B. Saba	 	 	 	By:	 	/s/ W. Lance Wright	 	 
	 	 	 	 	 	 	 	 	 
	Secretary

	 	 	 	 	 	Title:
	 	Senior Vice President, Human Resources and
Administration	 	 






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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.

Dennis R. Spurgeon





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