Items 1 and 2

EXHIBIT 10.57

CONTRACT BETWEEN

UNITED STATES ENRICHMENT CORPORATION
PADUCAH GASEOUS DIFFUSION PLANT

Hereinafter referred to as the “Company”

and

PAPER, ALLIED-INDUSTRIAL, CHEMICAL
AND ENERGY WORKERS
INTERNATIONAL UNION, AFL-CIO
AND/OR ITS LOCAL 5-550

Hereinafter referred to as the “Union”

July 31, 2001 – January 31, 2003

TABLE OF CONTENTS

iii

iv

v

vi

INDEX BY SUBJECT MATTER

vii

viii

ix

x

xi

NOTES

xii

NOTES

xiii

NOTES

xiv

ARTICLE I
PURPOSE

It is the intent of the parties that this contract will constitute the complete agreement between the parties hereto, and that no additions, waivers, deletions, changes or amendments shall be made during the term of this contract except by written agreement of the parties.

ARTICLE II
RECOGNITION

Section 1.  In conformity with the Labor-Management Relations Act, the Company recognizes the Union as the sole and exclusive bargaining agent for all hourly rated employees, excluding Guards and salaried employees (semi-monthly or weekly), with respect to rates of pay, wages, hours of employment, and other conditions of employment.

Section 2.  The term “employee” as used herein will mean any person represented by the Union as described in Section 1 above. For the purpose of this Agreement the use of the masculine pronoun or derivative thereof shall be applied as to include both male and female.

Section 3.  It is understood that no incident, which occurred prior to the effective date of this contract shall be the subject of complaint under any of the procedures provided in this contract. Grievances arising under the terms of the previous contract shall be processed in accordance with such terms.

Section 4.  The Company agrees not to interfere with the right of employees to join or belong to the Union and the Union agrees not to intimidate or coerce employees to join the Union. The Company further agrees not to discriminate against any employee on account of Union membership or Union activity, and the Union agrees neither to solicit for membership, collect Union funds, nor to engage in other Union activity on Company time unless specifically provided for in this contract.

ARTICLE III
UNION-COMPANY RELATIONSHIP

Section 1.  All employees within the Bargaining Unit who are members of the Union upon the execution of this Contract shall, as a condition of employment, maintain their membership to the extent of tendering the periodic dues uniformly required as a condition of retaining membership. All employees in the Bargaining Unit who are not members of the Union upon the execution of this Contract, will within thirty (30) days join the Union, and shall at all times thereafter maintain their membership in the Union as a condition of employment, as set forth above.

Section 2.  Upon receipt of proper written authorization from an employee, the Company agrees to deduct from the wages of said employee dues uniformly applicable to all members as certified to the Company by the Union. Payroll deductions of appropriate incremental amounts will be made on a weekly basis until the regular monthly dues amount has been collected unless the employee’s paychecks during the month are insufficient to cover the monthly dues amount. Dues deducted and collected for the month will be forwarded to the Financial Secretary of the Union.

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Section 3.  The authorization shall be in the following form submitted by the Union:

I hereby assign to my Local Union affiliated with the PACE International Union from any wages earned or to be earned by me, the amount of my monthly dues and initiation fee in said Union.

I authorize and direct any employer to deduct such amounts from my pay each month and to remit the same to the order of the financial secretary of my Local Union in accordance with the terms of this Agreement.

This assignment, authorization and direction shall be irrevocable for the period of one (1) year from the date appearing below or until the termination date of the current collective bargaining agreement between the Company and the Union, whichever occurs sooner, and I further agree and direct that, regardless of my membership status in the Union, this assignment, authorization and direction shall be automatically renewed and shall be irrevocable for successive periods of one (1) year each or for the period of each succeeding applicable collective bargaining agreement with the Union, whichever shall be shorter, unless written notice is given by me to the Company and the Union not more than thirty (30) days or less than ten (10) days prior to the expiration of each period of one (1) year or of each collective bargaining agreement, whichever occurs sooner.

ARTICLE IV
CONTINUITY OF OPERATION

Section 1.  There will be no strikes, lockouts, work stoppages, picket lines, slowdowns, secondary boycotts, or disturbances, even of a momentary nature. The Union agrees to support the Company fully in maintaining operations in every way. Participation by any employee, or employees, in an act violating this provision in any way will be complete and immediate cause for discharge by the Company.

Section 2.  It is recognized that all members of the Union and the Company are required to comply with all protective security measures now in effect. If it is found that this contract or any part of this contract in any way violates security measures which are now in effect, or which may be put into effect later, and the Company and the Union are notified by the proper authority as to the section or sections of the contract in question, negotiations will begin immediately for the purpose of making required changes.

Section 3.  Restricted Access Security Clearance. If the Department of Energy places an employee’s security clearance on restricted access, the Company shall place the employee in a work area where she/he can work temporarily with a restricted access security clearance while the Department of Energy and the employee resolve the security clearance matter. The Company will continue the employee’s employment in such temporary work area until the Department of Energy removes the restricted access from the security clearance, or the security clearance is revoked. While the employee is in this temporary work area he/she will be required to perform productive work in some capacity, which the employee can safely perform.

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ARTICLE V
RESPONSIBILITIES

Subject to the Union rights as set forth in this contract the company shall continue to exercise its exclusive responsibility, such as the selection and direction of the working forces, and the rights to promote, demote, transfer, hire, retire, discipline, discharge, and to determine the qualifications of an employee are vested with the Company. Claims of discriminatory or arbitrary promotion, demotion, discipline, or discharge shall be subject to and decided through the Grievance Procedure and Arbitration in this contract.

ARTICLE VI
HOURS OF WORK

Section 1. Definitions:

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Section 2.

     (a)  The provisions of this contract shall not be considered as a guarantee by the Company of a minimum number of hours per day or per week, or pay in lieu thereof, nor a limitation on the maximum hours per day or per week, which may be required to meet operating conditions.

     (b)  The Company may adjust the working schedule of employees in any group to meet operating requirements and employees may be assigned regularly or temporarily to a schedule other than the normal hours. Plant seniority shift preference within a group will be granted annually to employees upon request. Such annual request must be made no later than January 1, with any change resulting therefrom to be made not later than the week beginning after March 1.

Section 3.  One and one-half (1-1/2) times the straight-time hourly rate shall be paid for all hours worked in excess of eight (8) in any twenty-four (24) hour period or for all hours worked in excess of forty (40) within the applicable payroll week as defined in Section 1 of this Article, whichever of these alternatives provides at the end of the payroll week the greater total pay. An employee who is required to work in excess of sixteen (16) continuous hours, excluding the non-paid lunch hour of a day worker, shall be paid two (2) times the straight-time hourly rate for all such continuous hours worked in excess of sixteen (16).

Section 4.  An employee who has left the plant and is called in by the Company to perform work outside of his regular scheduled shift will receive not less than four (4) hours pay at straight-time, or pay at one and one-half (1-1/2) times his regular rate as overtime pay for such work performed, whichever is greater.

Section 5.

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Section 6.

     Alternate lists will be provided and time permitting, will be polled prior to a compulsory assignment. The Company agrees to meet with the Union to discuss and seek resolution of difficulties, which may exist in the administration of overtime distribution. These meetings between Company management and the appropriate Union officials will be held on a semiannual basis.

     NOTE:  The overtime rules referenced in Article VI, Section 6(a) shall be revised to state that, “All overtime opportunities shall be offered in four- (4), six- (6), eight- (8), ten- (10) or twelve- (12) hour increments of overtime, other than call-in overtime.”

Section 7.

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Section 8.

Section 9.  Double time will be paid for all hours worked on the seventh (7th) consecutive day worked in any payroll week.

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Section 10.  Overtime premium shall not be duplicated for the same hours under any of the terms of this contract, and to the extent that hours are compensated for at overtime premium rate under one provision they shall not be counted as hours worked in determining overtime compensation under the same or any other provision.

Section 11.  Employees may not trade shifts or days off except with the prior approval of their respective first-line manager and further provided that no overtime premium is involved.

Section 12.  An employee who is called for jury duty may be excused from work upon presentation of court notice to his immediate first-line manager. The employee who has been so excused will be paid his normal straight-time earnings and the fees received from the court, provided he submits evidence of the amount received from the court. Only the number of his scheduled work days actually spent in court are counted in calculating payment. Employees who would be working the hours between 7:00 a.m. and 3:30 p.m. were they not on jury duty who are not called at the opening of court for actual jury duty and who are excused for the remainder of the day shall report to work within a reasonable time after being excused. An employee will not be required to change shifts because of jury duty.

Section 13.  Employees who are unable to vote because of a conflict between voting hours and scheduled working hours in a national, state, county, or municipal election will be allowed sufficient time off to vote provided that they are eligible to vote. Such eligible voting employees will be paid for such absence for a period not to exceed two (2) hours.

Section 14.  In determining if an employee is to be paid in accordance with Section 3 and Section 9 of this Article VI, each of the holidays in Section 8, which would ordinarily have been worked, and hours compensated for at time and one-half (1-1/2) under Article VI, Section 2 (d), and those days for which an employee is paid by the Company for jury duty in accordance with Section 12 will count as a day worked. Also, fragmented vacation, funeral leave, and holiday option days taken by an employee will count as a day worked in determining if an employee is to be compensated at time and one-half for all hours worked in excess of forty (40) hours within the applicable payroll week.

Section 15.

     For the purpose of this section, the term “a member of his immediate family” shall be defined as, and limited to, the following: spouse, children, parents, grandparents, grandchildren, brother, sister, parents-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, step-parents, step-children, step-grandparents, step-brother, step-sister, step-grandparents of the spouse of the employee, and step-parents-in-law.

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ARTICLE VII
WAGES

Section 1

Section 2 An employee shall receive a shift premium of forty (40) cents per hour for work performed on the evening shift (3:30 p.m. to 11:30 p.m.), and a shift premium of seventy (70) cents per hour for work performed on the midnight shift (11:30 p.m. to 7:30 a.m.) except that no shift premium shall be paid to day shift employees for work performed between 7:00 a.m. and 3:30 p.m.

Section 3 There will be no discrimination because of sex in the application of wage schedule.

Section 4 When an employee is transferred permanently to a job paying a higher rate, he shall immediately receive the higher rate in accordance with Paragraph (d), General Provisions, Appendix A.

Section 5

Section 6.  An employee who works Saturday and/or Sunday as part of his normal workweek, will receive an additional forty (40) cents per hour for such hours worked on Saturday and an additional sixty (60) cents per hour for such hours worked on Sunday. In no case shall such payment be applied to hours paid for at overtime, holiday or premium rates.

Section 7 - Cost of Living Allowance (COLA)

All employees within the bargaining unit as defined in Article II of this Agreement shall be covered by a Cost of Living Allowance as defined and set forth in this Section.

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Section 8.

Employees required to perform a shift turnover will be paid two times the straight time hourly rate for each twenty-four (24) minute shift turnover completed.

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ARTICLE VIII

LAYOFF ALLOWANCE

Section 1.  Layoff allowance for an employee terminated from the payroll on account of reduction in force or because of occupational or non-occupational disability shall be in accordance with the following schedule:

Section 2.  An employee who is rehired and subsequently laid off from the payroll will receive layoff allowance based on his most recent rehire date.

Section 3.  A layoff allowance applicable to retirement terminations will be paid in accordance with the Table in Section 1 of this Article for Company Service Credit as of January 1, 1967. Retirement layoff allowance will not be applicable to any new employee nor for Company Service Credit of present employees accrued after January 1, 1967.

Section 4.  If the Company sells, leases, transfer or assigns the operations covered by this Agreement and the purchaser, lessee, transferee, or assignee (the “Successor Company”) assumes the obligations of the Agreement as provided in Section 1, Article XVII of this Agreement, and an employee becomes the employee of the Successor Company within ten (10) days of the date the sale, lease, transfer or assignment is completed, then the layoff allowance will not be payable to such employee by the Company. It is understood that any employee who may be so transferred and laid off by the Successor Company shall suffer no loss of benefits accrued under this Article. If an employee is not transferred to the Successor Company within the above-mentioned ten (10) days and is laid off, he will receive benefits from the Company as set forth in this Article.

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ARTICLE IX
DISABILITY PAY
(Effective as listed below through September 30, 1996;
thereafter, refer to the Administrative Letter on page 94 and
“Major Features Comparison of Current and Proposed Benefits Plans”, pages 48-67,
for any modifications to this section.)
(Effective July 31, 2001, refer to Administrative Letter page 96.)

Section 1.  Short Term Disability Plan

Effective September 1, 1990, an employee disabled and unable to work due to illness, pregnancy, or occupational or non-occupational injury, will be paid 100% of his basic straight-time hourly rate in accordance with the terms and conditions of the Short Term Disability Plan set forth in the “Disability Benefits” section of the “Martin Marietta Energy Systems, Inc. Benefits Handbook”, dated April 1, 1990 (pages 39 through 45, inclusive, of such booklet to be considered a part hereof) which provides for payment in accordance with the following schedule:

Section 2.  Long Term Disability Plan

Effective September 1, 1990, an employee totally disabled for six months will become eligible to receive sixty percent (60%) of his monthly basic straight time rate up to a specified maximum monthly benefit paid in accordance with the terms and conditions of the Long Term Disability Plan set forth in the “Disability Benefits” section of the “Martin Marietta Energy Systems, Inc. Benefits Handbook” referred to in Section 1 above and will be paid, if he is totally and permanently disabled as defined in the above-referenced handbook, until he reaches age 65. Under specified circumstances, such benefits will continue beyond age 65. Such benefits will be reduced by any income benefits the employee is eligible to receive from other sources such as Social Security, Worker’s Compensation, other statutory benefits, and other Company benefit plans.

If a dispute arises as a result of an employee’s claim that he or she is totally and permanently disabled as defined in the above-referenced handbook or that such employee continues to be totally and permanently

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disabled the dispute shall be resolved in the following manner upon the filing with the Company of a written request for review by such employee not more than 60 days after receipt of denial:

The employee shall be examined by a physician appointed for the purpose by the Company and by a physician appointed for the purpose by the Union. If they disagree concerning whether the employee is totally and permanently disabled, the question shall be submitted to a third physician selected by such two physicians. The medical opinion of the third physician, after examination by him or her of the employee and consultation with the other two physicians, shall be final and binding on the Company, the Union, and the employee. The fees and expenses of the third physician shall be shared equally by the Company and the Union.

Section 3.  Conditions of Payment

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Section 4.  Administration of Plans

(a) Short Term Disability Plan

(b) Long Term Disability Plan

Section 5.  Company Service Credit During Approved Non-occupational or Occupational Absences

An employee who is disabled and unable to work will receive Company Service Credit for the period of his Short Term Disability approved by the Company and/or the period of his Long Term Disability approved by the Insurance Company.

ARTICLE X
LEAVE OF ABSENCE

Section 1.  Leave of absence, without pay, up to fifteen (15) consecutive calendar days shall be granted upon presentation by an employee of evidence acceptable to the Company that such leave of absence is for a reasonable purpose, and provided further that such leave will not interfere with operations.

Section 2.

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Section 3.

Section 4.  The Group Insurance of an employee will be continued in force during such authorized leave of absence in case and in such manner as the provisions of the Company Group Insurance contract permit, provided that he pays his share of the Group Insurance premium at least monthly in advance.

Section 5.  The Hospitalization and Surgical Plan Insurance of an employee will be continued in force during such authorized leave of absence in case and in such manner as the provisions of the Company Insurance Contract permit provided that he pays the full premium at least monthly in advance.

Section 6.  The Company will comply with the Family and Medical Leave Act of 1993.

ARTICLE XI
VACATIONS

Vacation eligibility is as follows:

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ARTICLE XII
SENIORITY

Section 1.  Definitions:

Section 2

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Section 3

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Section 4.

Section 5.

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Section 6.

Section 7.

ARTICLE XIII
GRIEVANCE PROCEDURE

Section 1.

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Section 2.

First Step: An employee may allege a grievance under the terms of this contract and present such grievance to his first-line manager with or without his Union Steward. In such case every effort will be made to provide a Steward as soon as reasonably possible unless near the end of the shift time will not permit. Unless settlement is reached within four (4) days (the Steward will receive the answer), such grievance may be presented by the Stewards in writing to the first-line manager on an appropriate form within the next seven (7) days. The first-line manager shall give his decision in writing to the Steward within two (2) days of presentation.

Second Step: A grievance not settled satisfactorily in the First Step may be appealed by the Division Committee person with a copy of the written grievance and a written statement of the reasons for the appeal to the Human Resources Department.

On Wednesday at 2:00 p.m. the Human Resources Generalist or his designated representative will hear any accumulated grievances appealed in writing to this Step at least twenty-four (24) hours prior to the meeting. The Human Resources Generalist will consider such grievances and give written answer within four (4) days. This meeting may be attended by other Company representatives, including the immediate first-line manager of the employee, the Steward, and the Committeeperson from the respective District and Division wherein the grievance originated.

Grievances arising out of discharge or disciplinary suspension may be initiated at this Second Step and heard at any reasonable time after an employee has protested the action to his immediate first-line manager and has failed to secure a satisfactory settlement. When an employee is called into a discussion which may result in disciplinary documentation including reprimand, suspension or being sent home, he will be provided Union representation if he so requests. A copy of the First-line Manager’s Report prepared will be furnished to the Union.

Third Step: Grievances not settled satisfactorily in the Second Step may be appealed by the Chairperson of the Grievance Committee or his designated employee representative to the General Manager or his designated representative through the Human Resources Department with a brief written statement of the reasons for the appeal.

On Monday at 2:00 p.m., the General Manager, or his designated representative, will meet with the Grievance Committee if there are any accumulated grievances appealed in writing to this Step at least twenty-four (24) hours prior to the meeting. Grievances will be answered in writing within ten (10) days.

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In addition to the aggrieved employee, and the Steward from the District, who may be present if he chooses, other Company representatives, International Representatives of the Union, and the Local Union President, or his designated representative may also attend the meeting, provided they have security clearance from the Governmental Agency having jurisdiction if that Agency feels that such clearance is necessary.

Section 3. The answer of the Company in the Third Step shall be final and binding on the last day it is due unless the grievance is withdrawn prior to that date or is appealed to arbitration.

Section 4. Any grievances not taken up with the employee’s immediate first-line manager within fifteen (15) days, exclusive of days of excused absence, after knowledge of the occurrence from which the grievance arose cannot thereafter be processed through the Grievance Procedure. A grievance will be considered withdrawn if the decision of the Company is not appealed to the next higher step in the above procedure within five (5) days after a decision has been rendered by the Company except that appeal to the Third Step may be made within ten (10) days. If the Company fails to answer a grievance within the specified time limits of this procedure, the Union’s appeal will automatically progress to the next step of the Grievance Procedure.

Section 5. Every reasonable effort shall be made to settle grievances promptly. In the calculation of time limits under the Grievance and Arbitration Procedure, Saturdays, Sundays, and Holidays are excluded.

Section 6. The Union shall notify the Company in writing promptly of the appointment or election of all Stewards, Committeepersons and officers. Whenever a regular certified Union representative is absent from his job for any length of time, the Union may, if it feels it is necessary, appoint an assistant Steward or Committeeperson in place of the regular Steward or Committeeperson and shall notify the Company in writing in advance.

This appointee shall act in this capacity when the regular Steward or Committeeperson is not working and until the Company is notified by the Union that the appointment is canceled.

Section 7. All settlements of disputes or grievances will not vary the terms of the Contract.

Any oral settlements will be non-precedent setting.

ARTICLE XIV
ARBITRATION

Section 1. If a grievance is not satisfactorily settled by the procedure outlined in Article XIII, the grievance may be submitted to arbitration if it involves the interpretation or application of the contract.

Section 2.

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Section 3. The expense and compensation of the arbitrator shall be borne by and divided equally between the Union and the Company. Where the arbitration proceedings involve discussion of classified information, the arbitrator shall be cleared by the Government Agency having jurisdiction if the Agency feels that such clearance is required. Up to two (2) arbitration cases may be arbitrated at one time using the same Arbitrator.

Section 4. In any proceedings under this Article the Company will make every reasonable effort to release from work employees needed as witnesses.

Section 5. Arbitration cases will be requested to be heard within ninety (90) days after an arbitrator has been selected. It is agreed that the parties will jointly request the rendering of a decision within thirty (30) days after briefs have been file.

ARTICLE XV
MISCELLANEOUS

Section 1.

Section 2. A joint Labor-Management Safety Advisory Committee consisting of six (6) members, three (3) to be selected by the Company and three (3) selected by the Union, will be established to make recommendations for improvements in the safety and accident prevention program.

The Company will see that the Committee is provided adequate information concerning accident

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investigation reports and recommendations for accident prevention actions, to enable the members to make knowledgeable recommendations for the disposition of proposed safety actions.

The Company will also, on request, make arrangements for the Committee to visit the scene of any disabling or other serious accident so that they may have a better understanding of its cause. In the same manner, the Company will arrange for a designated member of the Committee to see firsthand, conditions in the Plant, which are alleged by an employee to be unsafe and/or detrimental to health. If an accident investigation committee is formed to investigate an accident involving a Bargaining Unit employee, the Union will designate as the Union’s representative a Bargaining Unit employee who normally works in the area in which the accident occurred.

Company will discuss the results of the accident investigation of any disabling or other serious accident with the Committee within three (3) days of completion of the investigation. Accidents of less severity will be discussed at the next joint advisory committee meeting.

The Company will pay three (3) delegates selected by the Union to attend the Governor’s Health and Safety Conference. A maximum of eight (8) hours straight-time pay will be allowed for each of the three (3) days.

Meetings will be held as determined by the Committee, at least monthly, and matters considered by the Committee will be recorded by minutes of the meetings.

Section 3.

     If an employee’s safety shoes become unserviceable, as determined by the company, due to contamination or damage due to a job-related incident, the company will purchase replacement safety shoes if the employee provides a receipt showing that safety shoes were purchased that year. If the employee chooses to purchase the replacement safety shoes themselves, they must meet the above requirement and provide a receipt for the replacement shoes before being reimbursed.

Section 4. Company Service Credit will be determined in accordance with Company Service Credit Rules as set forth in Appendix E.

Section 5. The Union shall be permitted to use a sufficient number of designated Company bulletin boards for posting notices and announcements of official business. All such notices and announcements shall be submitted to the Company for approval and posting.

Section 6. Personal absences without pay will be administered in accordance with the provisions set out in Appendix F.

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Section 7. There shall be no discrimination because of race, color, creed, national origin or sex. Nor will there be discrimination against any employee because he is handicapped, a disabled veteran or a veteran of the Vietnam era as these terms are used in applicable federal statutes, including the Americans with Disabilities Act.

Section 8. The Company agrees to make coveralls available to all members of the bargaining unit who wish to wear them while at work. Thermal underwear will be made available to all members of the Bargaining Unit who may be required to do extensive outside work [two (2) hours or more per day] during the winter months. Insulated coveralls and gloves will be issued upon approval of appropriate first-line manager.

Section 9. Reprimands antedating a period of twelve (12) months on the active payroll, during which time no reprimand has been received, will be removed from the employee’s record. Suspensions antedating a period of twenty-four (24) months on the active payroll, during which time no reprimand has been received, will be removed from the employee’s record.

Section 10. Employees who are telephoned while at home and requested to provide information about plant operations will be paid an inconvenience allowance equal to the employee’s straight time hourly rate for the duration of the telephone call, but in no event less than one tenth of one hour. This payment shall not be counted as hours of work in the computation of overtime or premium pay.

Section 11. During January of each calendar year, starting 2002, the company will pay $900 to each qualified E-Squad member who had attended both the mandatory training sessions in the prior calendar year.

Section 12. A twenty-five (25) cent per hour premium will be paid for all Truck Drivers who have a CDL.

Section 13.

ARTICLE XVI
EDUCATIONAL ASSISTANCE PROGRAM

Company will provide financial assistance up to one hundred (100) percent of the cost of tuition, laboratory fees, and required text books to employees who while still actively employed and outside their regular working hours satisfactorily complete qualified courses of study related to bargaining unit work in recognized schools or colleges. Applications must be filed and approved prior to starting of course. An employee who is receiving Government financial assistance for education is not eligible for a refund under this program.

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ARTICLE XVII
TERM OF CONTRACT

Section 1. The Company agrees that if during the life of this Agreement it discontinues operations, sells, leases, transfers or assigns the operations covered by this Agreement, it shall inform the purchaser, lessee, transferee or assignees of the exact terms of this Agreement and shall make the sale, lease, transfer, or assignment conditional upon the purchaser, lessee, transferee, or assignee, assuming all the obligations of the Agreement until its expiration date and treating the affected employees of the Bargaining Unit in accordance with the terms of this Agreement.

Section 2. This contract shall become effective as of 7:00 a.m. July 31, 2001 and shall continue in effect until 7:00 a.m., January 31, 2003, and shall automatically be renewed thereafter from year to year unless either party notifies the other in writing sixty (60) days prior to the expiration date that it desires to terminate or modify the provisions of this contract.

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IN WITNESS WHEREOF, each of the parties has caused this Contract to be executed by its duly authorized representatives on this the 26th day of November, 2001.

PAPER, ALLIED-INDUSTRIAL, CHEMICAL
AND ENERGY WORKERS
INTERNATIONAL UNION, AFL-CIO

PAPER, ALLIED-INDUSTRIAL, CHEMICAL
AND ENERGY WORKERS
LOCAL 5-550

UNITED STATES ENRICHMENT CORPORATION
PADUCAH GASEOUS DIFFUSION PLANT

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APPENDIX A
TABLE 1A, WAGE SCHEDULE
EFFECTIVE JULY 31, 2001

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APPENDIX A
TABLE 1B, WAGE SCHEDULE
EFFECTIVE JULY 31, 2002

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GENERAL PROVISIONS

TABLE II
JOB CLASSIFICATION LISTING

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APPENDIX B

The following Plant Committee Divisions and Steward Districts are recognized for the purpose of Union Representation in the plant in accordance with Article XIII.

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APPENDIX C

The Seniority Provisions of this contract as set forth in Article XII shall be administered by the following job classification groups.

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APPENDIX D
VACATION REGULATIONS

The following regulations govern the application of the vacation provisions as set forth in Article XI of the Contract:

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An employee with one (1) or more years of Company Service Credit who is on the payroll of the Company on December 31 of the year prior to the calendar year in which he is entitled to a vacation with pay as set forth in the Vacation Plan shall have a vested right on that day to such vacation for the following year. An employee is considered to be on the payroll of the Company unless he has previously been terminated or has otherwise ceased active work and is not expected to return to work because of disability or some other reason.

APPENDIX E
COMPANY SERVICE CREDIT RULES

Company Service Credit is based upon employment by United States Enrichment Corporation and by any Subsidiary Company of the Corporation. Company Service Credit will be determined under the following rules:

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APPENDIX F
PERSONAL ABSENCE WITHOUT PAY

Employees will be granted time off without pay when the workload permits, as follows:

On items of equal importance necessary time off will be granted without pay by informing his first-line manager and giving the nature of the item, the time, the place and the approximate time necessary.

No time will be granted to conduct another business or occupation or avocation or to attend conventions or meetings or to attend to matters that can be handled reasonably outside working hours.

The Company agrees to meet with the Union Committee when either party feels that there is a need to discuss the personal absence policy.

PENSION, GROUP INSURANCE AND
DENTAL AGREEMENT
(Effective as listed below through September 30, 1996;
thereafter, refer to the Administrative Letter on page 94 and
“Major Features Comparison of Current and Proposed Benefits Plans”, pages 48-67,
for any modifications to this section.)
(Effective July 31, 2001, refer to Administrative Letter page 96.)

This Agreement, relating to a pension plan, an insurance plan and a dental insurance plan, entered into on September 1, 1987, by and between Martin Marietta Energy Systems, Inc., Paducah Plant, Paducah, Kentucky, hereinafter referred to as the “Company”, and Oil, Chemical & Atomic Workers International Union, AFL-CIO, and/or its Local 5-550, hereinafter referred to as the “Union.”

WITNESSETH:

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The Company and the Union hereby agree upon the maintenance of the Pension Plan as amended, the Group Insurance Plan as amended and the Dental Insurance Plan as amended for the Bargaining Unit employees represented by the Union at the Company’s Paducah Plant, subject to the following terms and conditions:

PART A — PENSION PLAN
(Effective as listed below through September 30, 1996;
thereafter, refer to the Administrative Letter on page 94 and
“Major Features Comparison of Current and Proposed Benefits Plans”, pages 48-67,
for any modifications to this section.)
(Effective July 31, 2001, refer to Administrative Letter page 96.)

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PART B — GROUP INSURANCE PLAN
(Effective as listed below through September 30, 1996;
thereafter, refer to the Administrative Letter on page 94 and
“Major Features Comparison of Current and Proposed Benefits Plans”, pages 48-67,
for any modifications to this section.)
(Effective July 31, 2001, refer to Administrative Letter page 96.)

PART C — DENTAL INSURANCE PLAN
(Effective as listed below through September 30, 1996;
thereafter, refer to the Administrative Letter on page 94 and
“Major Features Comparison of Current and Proposed Benefits Plans”, pages 48-67,
for any modifications to this section.)
(Effective July 31, 2001, refer to Administrative Letter page 96.)

53

     PART D — GENERAL PROVISIONS
(Effective as listed below through September 30, 1996;
thereafter, refer to the Administrative Letter on page 94 and
“Major Features Comparison of Current and Proposed Benefits Plans”, pages 48-67,
for any modifications to this section.)
(Effective July 31, 2001, refer to Administrative Letter page 96.)

54

MEMORANDUM OF AGREEMENT,
HEALTH CARE PLAN
(Effective as listed below through September 30, 1996;
thereafter, refer to the Administrative Letter on page 94 and
“Major Features Comparison of Current and Proposed Benefits Plans”, pages 48-67,
for any modifications to this section.)
(Effective July 31, 2001, refer to Administrative Letter page 96.)

It is agreed by the parties that effective September 1, 1990, the present comprehensive Health Care Plan as set forth in the “Health Benefits Program for Hourly Employees” booklet dated September 1, 1987, and made a part of the Contract between the parties dated July 31, 1987, is hereby replaced by a new comprehensive Health Benefits Program as set forth in the “Martin Marietta Energy Systems, Inc. Benefits Handbook” dated April 1, 1990, (Pages 5 through 26., inclusive, of such booklet to be considered a part hereof) which includes:

55

A Comprehensive Medical Plan designed to pay the major share of covered hospital, surgical and medical expenses, while attempting to control health care costs by encouraging the use of cost-effective services.

A Vision Care Plan with no deductible, which includes an eye examination once every twelve months, one pair of lenses once every twelve months, and one pair of frames once every twenty-four months.

56

MAJOR FEATURES

COMPARISON

OF

PREVIOUS AND NEW

BENEFIT PLANS

Paducah PACE Members

Effective January 1, 2002

PADUCAH PACE MEMBERS

57

58

59

60

61

62

63

64

65

66