Vice President & Chief Information And Security Officer Severance Agreement

EXHIBIT 10.85

SEVERANCE AGREEMENT AND GENERAL RELEASE

This Severance Agreement and General Release (the " Agreement" ) is between USEC Inc., a Delaware corporation (" USEC" or the " Company" ) and James F. McDonnell (" Employee" ) (USEC and Employee being sometimes referred to herein individually as the " Party" and collectively as the " Parties" ).

WHEREAS, Employee has been employed by USEC in the capacity of Vice President & Chief Information and Security Officer; and

WHEREAS, Employee' s services are no longer required by the Company and Employee' s employment with the Company is terminated as of the date noted below in Section 1. Nevertheless, to reduce the impact of this separation of Employee' s employment and in exchange for, among other things, Employee' s full release of claims against the Company and the other covenants and agreements contained herein, the Company hereby offers Employee the severance package described in this Agreement;

NOW THEREFORE, IT IS HEREBY AGREED by and between Employee and USEC as follows:

1. EMPLOYEE' S SEPARATION . Pursuant to this Agreement, Employee shall be separated from employment with the Company effective September 23, 2005 (the " Separation Date" ).

2. SEVERANCE PAYMENT AND OTHER BENEFITS .

(a) In full consideration of Employee' s execution of this Agreement, and Employee' s agreement to be legally bound by its terms, the Company agrees (i) to pay to Employee as severance pay the gross sum of $315,000 (representing one year of Employee' s base salary as in effect on the Separation Date plus an amount equal to the average annual bonus received by Employee for the three years preceding the Separation Date), and the gross sum of $61,411 (representing a prorated portion of Employee' s 2005 target annual incentive), minus all payroll deductions required by law or authorized by Employee (the " Severance Payment" ); (ii) to continue Employee as a participant (if enrolled on the Separation Date) in the Company' s Medical Plan, Dental Plan, basic Life Insurance Program and Employee Assistance Program for one year after the Separation Date (provided, however, that if and when Employee becomes eligible for benefits through reemployment, Employee shall promptly notify the Company of such eligibility and the Company' s obligation to provide such coverage pursuant to this Agreement shall cease immediately), on the same terms as when Employee was an active employee of the Company, except at no cost to Employee, and (iii) to provide Employee with up to six (6) month(s) of outplacement counseling and services through a provider retained by the Company or a provider selected by Employee provided the cost shall not exceed $15,000 in the aggregate and in no event will USEC be obligated to provide cash in lieu of outplacement services.

(b) The Severance Payment shall be paid in equal installments over a period of one (1) year, in accordance with the Company' s regular pay schedule. The Company shall commence such payments upon either the next regularly scheduled pay day after the 8th day following Employee' s execution of this Agreement or the next regularly scheduled pay day after the Separation Date, whichever is later. To the extent required by Treasury guidelines, regulations or any other applicable law or regulations, all or any portion of the Severance Payment may, at the discretion of the Company, be paid in a lump sum payment on an accelerated basis.

(c) Employee acknowledges and agrees that the Severance Payment and other benefits provided in Section 2(a) constitute consideration that, but for the mutual covenants set forth in this Agreement, the Company otherwise would not be obligated to provide to Employee and that the Company is under no obligation whatsoever to make any other severance payment to Employee.

3. GENERAL RELEASE . Employee, for and in consideration of the undertakings of the Company set forth herein, and intending to be legally bound, does hereby permanently and irrevocably sever Employee' s employment relationship with USEC and also does hereby remise, release, and forever discharge USEC and its subsidiaries, affiliates, and their officers, directors, shareholders, employees and agents, their respective successors and assigns, heirs, executors, and administrators (herein referred to collectively as " Releasees" ) of and from any and all actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which Employee ever had, now has, or which Employee or Employee' s heirs, executors or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Employee' s employment with USEC up to and including the date of this Agreement, and particularly, but without limitation, any claims arising from or relating in any way to Employee' s employment relationship or the termination of Employee' s employment relationship with USEC, including, but not limited to, any claims which have been asserted, could have been asserted or could be asserted now or in the future, including any claims under any federal, state or local laws, including, but not limited to, the United States Constitution, the Maryland Constitution, Title VII of the Civil Rights Act of 1964, as ...