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                                                                    EXHIBIT 99.2

                            STERLING CHEMICALS, INC.

                              AMENDED AND RESTATED
                     CORPORATE GOVERNANCE COMMITTEE CHARTER

                             PRELIMINARY STATEMENTS

                  WHEREAS, the Board of Directors (the "Board") of Sterling
Chemicals, Inc. (the "Corporation") has heretofore established and designated a
standing committee of the Board known as the Corporate Governance Committee (the
"Committee");

                  WHEREAS, the Board has heretofore delegated oversight
responsibility to the Committee for corporate governance and related matters;

                  WHEREAS, the Board desires to delegate oversight
responsibility to the Committee for compliance and monitoring programs,
corporate information and reporting systems and similar matters;

                  WHEREAS, the Board has heretofore adopted a Corporate
Governance Committee Charter governing the composition, duties and
responsibilities of the Committee; and

                  WHEREAS, the Board desires to amend the Corporate Governance
Committee Charter and to restate the Corporate Governance Committee Charter in
its entirety;

                  NOW, THEREFORE, IT IS HEREBY RESOLVED that this Amended and
Restated Corporate Governance Committee Charter (this "Charter") be, and it
hereby is, adopted and approved as the Charter of the Committee.

                                    ARTICLE I

                            Purposes of the Committee

                  Section 1.01.Corporate Governance Matters. The Committee is
authorized to consider matters of corporate governance and, in connection with
such authorization, the Committee shall:

                  -        review from time to time the Corporation's
                           Certificate of Incorporation and Bylaws and make
                           recommendations to the Board with respect to any
                           changes thereto that the Committee may deem necessary
                           or appropriate;

                  -        review from time to time the corporate governance
                           guidelines and principles adopted by the Board and
                           make recommendations with respect to any changes
                           thereto that the Committee may deem necessary or
                           appropriate;

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                  -        review each stockholder proposal duly and properly
                           submitted to the Corporation and make recommendations
                           to the Board regarding such actions with respect
                           thereto that the Committee may deem necessary or
                           appropriate;

                  -        consider questions of independence of Board members
                           and possible conflicts of interest between the
                           Corporation and Board members or the Corporation's
                           senior executives and make recommendations to the
                           Board regarding such actions with respect thereto
                           that the Committee may deem necessary or appropriate;

                  -        review from time to time the Board's committee
                           structure and make recommendations to the Board
                           regarding any changes thereto that the Committee may
                           deem necessary or appropriate;

                  -        review from time to time with the Chairman of the
                           Board and the Chief Executive Officer succession
                           plans relating to positions held by senior executive
                           officers of the Corporation, and make recommendations
                           to the Board with respect to any changes thereto as
                           the Committee may deem necessary or appropriate;

                  -        review from time to time the Corporation's insurance
                           and indemnity arrangements for its directors and
                           officers and make recommendations to the Board with
                           respect to any changes thereto as the Committee may
                           deem necessary or appropriate;

                  -        make recommendations to the Board regarding such
                           additional actions related to corporate governance
                           matters as the Committee may deem necessary or
                           appropriate; and

                  -        carry out such other responsibilities as may be
                           delegated by the Board to the Committee from time to
                           time.

                  Section 1.02. Nominations and Membership Qualifications. The
Committee is authorized to consider matters related to Board membership and, in
connection with such authorization, the Committee shall:

                  -        consider, recommend and recruit candidates to fill
                           new or vacant positions on the Board;

                  -        review candidates for positions on the Board
                           recommended by the Corporation's stockholders; and

                  -        conduct appropriate and necessary inquiries into the
                           backgrounds and qualifications of possible candidates
                           for positions on the Board.

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In determining whether it will recommend or support a candidate for a position
on the Board, the Committee should consider all factors it deems relevant,
including, but not limited to, integrity, judgment, business specialization,
technical skills, diversity, independence, potential conflicts of interest and
the present needs of the Board. In addition, in making such determination, the
Committee should take into account all guidelines, criteria and qualifications
established by the Board and any restrictions, requirements or limitations set
forth in the Corporation's Certificate of Incorporation or Bylaws or any other
document to which the Corporation is a party. Notwithstanding anything to the
contrary contained in this Charter, the authorizations, duties and powers set
forth in this Section 1.02 shall not extend to any position on the Board for
which any person or entity, or group of persons and entities, has the power to
designate an individual to fill such position under the Corporation's
Certificate of Incorporation, any contract to which the Corporation is a party
or the terms of any series of the Corporation's preferred stock.

                  Section 1.03. Compliance Matters. The Committee shall act on
behalf of the Board and oversee all material aspects of the Corporation's
compliance functions, including compliance with significant applicable legal,
ethical and regulatory requirements; provided, however, that the Committee shall
not act on behalf of the Board or have any powers, responsibilities, duties or
authority with respect to:

                  -        the Corporation's Code of Ethics for the Chief
                           Executive Officer and Senior Financial Officers
                           (which is the province of the Corporation's Audit
                           Committee);

                  -        employee safety and health, environmental protection,
                           product safety, environmental awareness,
                           communications among administrative and operating
                           personnel or compliance with environmental laws,
                           rules, regulations, permits or licenses (which is the
                           province of the Corporation's Environmental, Health
                           and Safety Committee); or

                  -        any other matter for which such powers,
                           responsibilities, duties and authority have been
                           delegated to another standing committee of the Board.

In executing its oversight role with respect to compliance functions, the
Committee shall review the adequacy of the Corporation's compliance and
monitoring programs, corporate information and reporting systems, codes of
conduct, policies, standards, practices and procedures (including compliance
guides and manuals) for employees of the Corporation and its subsidiaries. In
this connection, the Committee may coordinate its compliance activities with the
Audit Committee and the Environmental, Health and Safety Committees of the Board
and any other standing committee of the Board. In addition, the Committee shall
meet periodically with senior management to discuss their views on whether:

                  -        the operations of the Corporation and its
                           subsidiaries are conducted in compliance with all
                           applicable laws, rules, regulations, permits and
                           licenses, including those pertaining to
                           environmental, health, safety, securities, financial
                           and employment matters;

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                  -        all accounting and reporting financial errors, fraud
                           and defalcations, legal violations and instances of
                           non-compliance (if any) with the Corporation's
                           compliance and monitoring programs, corporate
                           information and reporting systems, codes of conduct,
                           policies, standards, practices and procedures are
                           detected;

                  -        all violations of legal requirements (if any) are
                           promptly reported to appropriate governmental
                           officials when discovered and prompt, voluntary
                           remedial measures are instituted; and

                  -        senior management and the Board are provided with
                           timely, accurate information to allow management and
                           the Board to reach informed judgments concerning the
                           Corporation's compliance with law and business
                           performance.

The General Counsel of the Corporation shall be in charge of the Corporation's
compliance and monitoring programs, corporate information and reporting systems,
codes of conduct, policies, standards, practices and procedures, including the
day-to-day monitoring of compliance by officers and other employees and agents
of the Corporation and its subsidiaries.

                  Section 1.04. Limitations on Responsibilities for Compliance
Matters. While the Committee has the duties and responsibilities set forth in
this Charter, the Committee is not responsible for planning or conducting audits
or for determining whether the Corporation is in compliance with applicable
laws, rules or regulations or the Corporations' policies, procedures or
programs. In fulfilling their responsibilities hereunder, it is recognized that
members of the Committee are not full-time employees of the Corporation, it is
not the duty or responsibility of the Committee or its members to conduct "field
work" or other types of auditing or reviews or procedures. Each member of the
Committee shall be entitled to rely, in the absence of actual knowledge to the
contrary (which shall be promptly reported to the Board), on (a) the integrity
of those persons and organizations within and outside the Corporation from which
it receives information, (b) the accuracy of the information provided to the
Committee and (c) statements made by management or third parties to the
Committee.

                                   ARTICLE II

                          Composition of the Committee

                  Section 2.01. Number. The Committee shall consist of a number
of directors (not less than two) as the Board shall determine from time to time.

                  Section 2.02. Term; Removal; Vacancies. Each member of the
Committee, including its chairman and any alternate members, shall be appointed
by the Board, shall serve at the pleasure of the Board and may be removed at any
time by the Board (with or without cause). The term of each member of the
Committee shall otherwise be determined in accordance with the Bylaws of the
Corporation. The Board shall have the power at any time to fill vacancies in the
Committee, to change the membership of the Committee or to dissolve the
Committee.

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                  Section 2.03. Member Requirements. Each Committee member shall
satisfy the following requirements, together with any additional requirements
required after the date of this Charter under applicable law or the rules of any
stock exchange or quotation system on which the securities of the Corporation
are listed or quoted, both at the time of the director's appointment and
throughout his or her term as a member of the Committee:

                  (a)      Each member of the Committee shall be independent of
         management and be free from any relationship that, in the opinion of
         the Board, would interfere with the exercise of the independent
         judgment of such member of the Committee.

                  (b)      Each member of the Committee shall have, in the
         opinion of the Board and in the opinion of each member of the
         Committee, sufficient time available to devote reasonable attention to
         the responsibilities of the Committee.

                                   ARTICLE III

                            Meetings of the Committee

                  Section 3.01. Frequency. The Committee shall meet at least
twice during each fiscal year of the Corporation. Additional meetings of the
Committee may be scheduled as considered necessary by the Committee, its
chairman or at the request of the Chief Executive Officer of the Corporation.

                  Section 3.02. Calling Meetings. Meetings of the Committee may
be called at any time by the Board or by any member of the Committee. The
chairman of the Committee shall call a meeting of the Committee at the request
of the Chief Executive Officer. In addition, any internal or external auditor,
accountant or attorney may, at any time, request a meeting with the Committee or
the chairman of the Committee, with or without management attendance.

                  Section 3.03. Agendas. The chairman of the Committee shall be
responsible for preparing an agenda for each meeting of the Committee. The
chairman will seek the participation of management and key advisors in the
preparation of agendas.

                  Section 3.04. Expectations and Information Needs. The
Committee should communicate its expectations and the nature, timing and extent
of information it requires to management. To the extent practicable, written
materials should be provided to the Committee by management at least one week in
advance of any meeting of the Committee at which such materials will be
discussed.

                  Section 3.05. Attendees. The Committee may request members of
management, internal auditors (if any), external auditors, accountants,
attorneys and such other experts as it may deem advisable to attend any meeting
of the Committee. The Committee may also, subject to applicable law and the
Corporation's Certificate of Incorporation and Bylaws, exclude from its meetings
any person it deems appropriate in order to carry out its responsibilities.

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                  Section 3.06. Quorum; Required Vote. At all meetings of the
Committee, the number of members of the Committee necessary and sufficient to
constitute a quorum for the transaction of business shall be determined in
accordance with the Bylaws of the Corporation. If a quorum shall not be present
at any meeting of the Committee, the members of the Committee present thereat
may adjourn the meeting from time to time (without notice other than
announcement at the meeting) until a quorum shall be present. A meeting of the
Committee at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of any member; provided, however, that
no action of the remaining members of the Committee shall constitute the act of
the Committee unless the action is approved by at least a majority of the
required quorum for the meeting or such greater number of members of the
Committee as shall be required by applicable law or the Certificate of
Incorporation or Bylaws of the Corporation. The act of a majority of the members
of the Committee present at any meeting of the Committee at which there is a
quorum shall be the act of the Committee unless by express provision of law or
the Certificate of Incorporation or Bylaws of the Corporation a different vote
is required, in which case such express provision shall govern and control.

                  Section 3.07. Rules of Procedure and Minutes. The Committee
may adopt and establish its own rules of procedure; provided, however, that such
rules of procedure are not inconsistent with the Certificate of Incorporation or
Bylaws of the Corporation or with any specific direction as to the conduct of
its affairs as shall have been given by the Board. The Committee shall keep
regular minutes of its proceedings and report the same to the Board when
requested.

                                   ARTICLE IV

                             Reporting to the Board

                  The Committee, through its chairman, shall periodically report
to the Board on the activities of the Committee. At least once during each
fiscal year of the Corporation, the Committee's report to the Board shall
include a performance evaluation of the Committee and a review and assessment of
the Committee's compliance with, and the adequacy of, this Charter. The
Committee shall from time to time make recommendations to the Board with respect
to any improvements to this Charter that the Committee may deem necessary or
appropriate.

                                    ARTICLE V

                          Authority to Engage Advisors

                  Section 5.01. Authority to Investigate and Engage Advisors.
The Committee shall have the power and authority, without approval of the Board,
to investigate any matter within its authority that is brought to its attention
and to engage director search firms, independent counsel and other advisers as
it determines necessary or appropriate to carry out its duties or exercise its
powers.

                  Section 5.02. Engagement Fees; Funding. The Committee shall
have the power and authority, without approval of the Board, to determine
appropriate funding for the payment of

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compensation to any director search firm, independent counsel or other adviser
engaged by the Committee.

                                   ARTICLE VI

                    Additional Powers; Limitations on Powers

                  Section 6.01. Additional Powers. The Committee is authorized,
in the name and on behalf of the Corporation, and at the expense of the
Corporation, to take or cause to be taken any and all such actions as the
Committee shall deem appropriate or necessary to carry out its responsibilities
or exercise its powers under this Charter.

                  Section 6.02. Limitations on Powers, Authority and Duties. The
Committee shall not have or assume any powers, authority or duties vested in the
Board which, under applicable law or any provision of the Certificate of
Incorporation or the Bylaws of the Corporation, may not be delegated to a
committee of the Board. The grant of authority to the Committee contained in
this Charter may be modified from time to time or revoked at any time by the
Board in its sole discretion.

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