exv10w7wa



 





EXHIBIT 10.7(a)




First Amendment to the

Sterling Chemicals, Inc.

Amended and Restated Salaried Employees’ Pension Plan




          Whereas, Sterling Chemicals, Inc. (the “Corporation”) currently
maintains its Amended and Restated Salaried Employees’ Pension Plan (as amended, the “Existing
Plan”);




          Whereas, pursuant to Section 16.1 of the Existing Plan, the Corporation has the right
to amend the Existing Plan in certain respects; and




          Whereas, in order to provide for the payment of early retirement benefits to working
Participants (as defined in the Existing Plan), as permitted under the Pension Protection Act of
2006, the Corporation, as plan sponsor, desires to, and hereby elects to, modify the Existing Plan
as provided in this First Amendment to Amended and Restated Salaried Employees’ Pension Plan (this
“Amendment”);




          Now, Therefore, the Existing Plan is hereby amended as follows:




          Section 1. Amendment of Section 1.1 of the Existing Plan. Section 1.1 of the Existing
Plan is hereby amended by adding a new definition thereto, to be inserted into Section 1.1 in the
appropriate alphabetical order and to read in its entirety as follows:




     “Early Retirement Date” means the following:




	 	(1)	 	for a Participant who elects to commence payments while he continues in
employment with his Employer or an Affiliated Company, as permitted under Section
6.1 of the Plan, the first day of the month following the later of (a) the month in
which he meets the eligibility requirements to receive early retirement benefits
while continuing employment with his Employer or an Affiliated Company under
Section 6.1 or (b) the month in which he makes written application for an early
retirement benefit; or
	 
	 	(2)	 	for a Participant who does not elect to commence payments while he continues
in employment with his Employer or an Affiliated Company, the first day of the
month following the later of the month in which he retires after meeting the
eligibility requirements in Section 6.1 or the month in which he makes written
application for an early retirement benefit, but not, in either case, later than
his Normal Retirement Date.





          Section 2. Amendment of Section 6.1 of the Existing Plan. Section 6.1 of the Existing
Plan is hereby amended by adding a new paragraph at the end thereof to read in its entirety as
follows:




 









 









In addition, each Participant who (a) continues in employment with his Employer or an
Affiliated Company, (b) has attained the age of 62, (c) has at least five years of
Service and (d) is not eligible for or does not elect to receive LTD benefits in
accordance with the provisions of Article VIII, shall be eligible for an early
retirement benefit at his election.



          Section 3. Amendment of Section 6.2 of the Existing Plan. Section 6.2 of the Existing
Plan is hereby amended to read in its entirety as follows:




     6.2 Amount




An eligible Participant’s monthly early retirement benefit shall be equal to his vested
Accrued Benefit on his Early Retirement Date; provided, however, that the amount of such
benefit shall be adjusted as provided below:




	 	(a)	 	Except as otherwise provided in Section 6.1 or in paragraph (b) below, the
amount of such benefit shall be reduced by 1/4 of one percent for each full
calendar month by which his Annuity Starting Date precedes his Normal Retirement
Date.
	 
	 	(b)	 	If the sum of a Participant’s age and years of Service equals or exceeds 80
on his Early Retirement Date and his Early Retirement Date is on or after April 1,
1999, the reduction in the preceding paragraph will not be applied to Section
5.2(a) and item (1) of Section 5.2(b); provided the Participant meets one of the
following requirements:






	 	(i)	 	the Participant is retiring directly from active
employment or is electing to commence his early retirement benefit
while still actively employed by his Employer or an Affiliated Company
and, in either case, the sum of the Participant’s age plus years of
Service equals or exceeds 80 as of his Early Retirement Date; or
	 
	 	(ii)	 	the Participant earned Credited Service after he became
a Participant in the Plan and his termination of employment is a result
of a reduction in workforce and, after his involuntary termination, the
sum of his age and years of Service reaches or exceeds 80.






If an eligible Participant elects to receive his early retirement benefit while
continuing to be employed by his Employer or an Affiliated Company, as permitted under
Section 6.1, the amount of the benefit payable to the Participant shall be determined in
accordance with the provisions of this Section based upon the Participant’s age and
years of Service as of his Early Retirement Date. The amount of such benefit shall not
be adjusted during the term of the Participant’s employment.




A Participant’s vested interest in his Accrued Benefit shall be determined in accordance
with the schedule provided in Section 7.1.



-2-









 





          Section 4. Amendment of Section 11.1 of the Existing Plan. Section 11.1 of the
Existing Plan is hereby amended to read in its entirety as follows:




     11.1 Suspension of Benefits for Rehired Retired Participants




Except as otherwise provided in Sections 11.2, 11.7 and 11.8, if a retired former
Employee is reemployed by an Employer or an Affiliated Company, any benefits payable to
such Participant under the Plan shall be suspended during the period of such
reemployment, provided that the notice requirements of Department of Labor Regulations
Section 2530.203-3(b)(4) are met, if applicable, unless such Participant or retired or
former Employee elects to receive an early retirement benefit while employed by his
Employer or an Affiliated Company, as provided in Section 6.1. If a retired former
Employee whose Annuity Starting Date occurred prior to reemployment again becomes
eligible to receive benefits under the Plan, the amount of benefit payable to the
Participant shall be reduced to its Actuarial Equivalent to reflect the value of any
benefit payments made to the Participant prior to his reemployment.



          Section 5. Effect of Amendments. Except as amended and modified by this Amendment,
the Existing Plan shall continue in full force and effect. The Existing Plan and this Amendment
shall be read, taken and construed as one and the same instrument. This Amendment shall supersede
any provisions of the Existing Plan to the extent those provisions are inconsistent with the
provisions of this Amendment. Upon the effectiveness of this Amendment, each reference in the
Existing Plan to “this Plan” or “the Plan” shall mean and be a reference to the Existing Plan as
amended hereby.




          Section 6. Binding Effect. This Amendment shall inure to the benefit of, and shall be
binding upon the Employers (as defined in the Existing Plan) and their successors and assigns and
upon the participants in the Existing Plan and their respective heirs, executors, personal
representatives, administrators, successors and assigns.




          Section 7. Severability. Should any clause, sentence, paragraph, subsection or
Section of this Amendment be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of this Amendment, and
the part or parts of this Amendment so held to be invalid, unenforceable or void will be deemed to
have been stricken herefrom as if such stricken part or parts had never been included herein.




          Section 8. Governing Law. To The Extent Not Superseded By The Laws Of The United
States,  This Amendment Shall Be Construed and Enforced in Accordance With, and
the Rights of the Parties Shall Be Governed By, the Internal Laws of the State of Texas, Without
Reference to Principles of Conflicts of Law. 




-3-









 








          In Witness Whereof, the Corporation has caused this Amendment to be duly executed in
its name and on its behalf by its proper officer thereunto duly authorized effective as of January
1, 2007.




	 	 	 	 	 
	 

	 	Sterling Chemicals, Inc.	 	 
	 
	 	 	 	 
	 
	 	/s/ Richard K. Crump	 	 
	 
	 	 

Richard K. Crump, President and Chief
	 	 
	 

	 	     Executive Officer	 	 







-4-