Exhibit 10.14(b)
 STERLING CHEMICALS, INC.
 FLEXIBLE SPENDING ACCOUNT PLAN
 (AMENDED AND RESTATED AS OF JANUARY 1, 2008)




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PageSECTION 1. INTRODUCTION
    
    
    11.1
    
    The Plan
    
    
    11.2
    
    Cafeteria Plan Status
    
    
    11.3
    
    Plan Administrator
    
    
    11.4
    
    Effective Date
    
    
    11.5
    
    Plan Year
    
    
    11.6
    
    Benefit Plan Year
    
    
    1SECTION 2. DEFINITIONS
    
    
    22.1
    
    Affiliated Employer
    
    
    22.2
    
    Code
    
    
    22.3
    
    Company
    
    
    22.4
    
    Compensation
    
    
    22.5
    
    Dental Plan
    
    
    22.6
    
    Dental Expense Contributions
    
    
    22.7
    
    Dependent Care Expense Reimbursement Supplement
    
    
    22.8
    
    Earnings Reduction Agreement
    
    
    22.9
    
    Election Period
    
    
    22.10
    
    Employee
    
    
    32.11
    
    Employer
    
    
    32.12
    
    Health Care Expense Reimbursement Supplement
    
    
    32.13
    
    Highly Compensated Employee
    
    
    32.14
    
    Key Employee
    
    
    32.15
    
    Medical Benefits Plan
    
    
    42.16
    
    Medical Expense Contributions
    
    
    42.17
    
    Participant
    
    
    42.18
    
    Plan
    
    
    42.19
    
    Plan Committee
    
    
    42.20
    
    Plan Year
    
    
    42.21
    
    Qualified Benefit
    
    
    42.22
    
    Termination of Employment
    
    
    4SECTION 3. ELIGIBILITY AND PARTICIPATION
    
    
    43.1
    
    Eligibility
    
    
    43.2
    
    Commencement of Participation
    
    
    5
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Page3.3
    
    Termination of Participation
    
    
    53.4
    
    Continuation of Coverage
    
    
    5SECTION 4. QUALIFIED BENEFITS AND ELECTION PROCEDURE
    
    
    54.1
    
    Qualified Benefits
    
    
    54.2
    
    Reference to Other Documents
    
    
    64.3
    
    Election of Qualified Benefits in Lieu of Cash
    
    
    64.4
    
    Election Procedure
    
    
    64.5
    
    Election Cutback
    
    
    84.6
    
    Forfeiture of Unused Benefits
    
    
    84.7
    
    Revocation of Election
    
    
    8SECTION 5. FORFEITURES
    
    
    125.1
    
    Unused Credits
    
    
    125.2
    
    Forfeiture Caused by Termination, etc
    
    
    125.3
    
    Forfeiture of Unused Credits
    
    
    12SECTION 6. NONDISCRIMINATION
    
    
    136.1
    
    Provisions to Prevent Discrimination
    
    
    136.2
    
    Nondiscrimination not Guaranteed
    
    
    146.3
    
    Inclusion in Income
    
    
    14SECTION 7. PLAN ADMINISTRATION
    
    
    147.1
    
    Plan Administrator
    
    
    147.2
    
    Plan Administrator's General Powers, Rights and Duties
    
    
    147.3
    
    Nondiscriminatory Exercise of Authority
    
    
    157.4
    
    Information Required by Plan Administrator
    
    
    157.5
    
    Examination of Records
    
    
    157.6
    
    Reliance on Tables, etc
    
    
    157.7
    
    Claims and Review Procedures
    
    
    157.8
    
    Indemnification of Plan Administrator
    
    
    16SECTION 8. AMENDMENT AND CONTINUATION OF SECTION 125
    
    
    168.1
    
    Amendment and Termination
    
    
    168.2
    
    Continuation of Section 125
    
    
    16SECTION 9. ADOPTION OF PLAN BY AFFILIATED EMPLOYERS
    
    
    169.1
    
    Adoption of Plan
    
    
    169.2
    
    Effect of Adoption
    
    
    17
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Page9.3
    
    Termination of Participation by Affiliated Employer
    
    
    17SECTION 10. GENERAL PROVISIONS
    
    
    1710.1
    
    Notices
    
    
    1710.2
    
    Source of Payments
    
    
    1710.3
    
    Fiscal Records
    
    
    1710.4
    
    Employment Rights
    
    
    1810.5
    
    No Vested Interest
    
    
    1810.6
    
    Interests Not Transferable
    
    
    1810.7
    
    No Guarantee of Tax Consequences
    
    
    1810.8
    
    Facility of Payment
    
    
    1810.9
    
    Limit on Liability
    
    
    1810.10
    
    Method of Compensation Reduction
    
    
    1810.11
    
    Gender and Number
    
    
    1910.12
    
    Controlling State Law
    
    
    1910.13
    
    Severability
    
    
    1910.14
    
    Statutory References
    
    
    1910.15
    
    Headings
    
    
    19HEALTH CARE EXPENSE REIMBURSEMENT SUPPLEMENT TO THE
STERLING CHEMICALS, INC. FLEXIBLE SPENDING ACCOUNT PLAN
    
    
    20DEPENDENT CARE EXPENSE REIMBURSEMENT SUPPLEMENT TO THE
STERLING CHEMICALS, INC. FLEXIBLE SPENDING ACCOUNT PLAN
    
    
    29
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STERLING CHEMICALS, INC.
FLEXIBLE SPENDING ACCOUNT PLAN
  SECTION 1.  Introduction
   The Plan
 Cafeteria Plan Status
 Plan Administrator
 Effective Date
 Plan Year
 Benefit Plan Year
 -1-




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SECTION 2.  Definitions
  Affiliated Employer
 Code
 Company
 Compensation
 Dental Plan
 Dental Expense Contributions
 Dependent Care Expense Reimbursement Supplement
 Earnings Reduction Agreement
 Election Period
 -2-




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Employee
 Employer
 Health Care Expense Reimbursement Supplement
 Highly Compensated Employee
     Key Employee
     -3-




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Medical Benefits Plan
 Medical Expense Contributions
 Participant
 Plan
 Plan Committee
 Plan Year
 Qualified Benefit
 Termination of Employment
 SECTION 3.  Eligibility and Participation
 Eligibility
 -4-




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Commencement of Participation
 Termination of Participation
      Continuation of Coverage
 SECTION 4.  Qualified Benefits and Election Procedure
 Qualified Benefits
  -5-




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Reference to Other Documents
 Election of Qualified Benefits in Lieu of Cash
 Election Procedure
 Election Period and Procedure
 -6-




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New Participants
  -7-




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Modification or Revocation of Election; Failure to Elect
   Election Cutback
 Forfeiture of Unused Benefits
 Revocation of Election
 Special Enrollment Rights
 Change in Status
 Legal Marital Status
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Number of Dependents
 Employment Status
 Dependent Eligibility Status
 Residence
   Judgment, Decree, or Court Order
 Entitlement to Medicare or Medicaid i.e.
 -9-




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Family and Medical Leave Act (FMLA)
 Changes in Cost
  Change in Coverage
 Significant Curtailment Without Loss of Coverage
 Significant Curtailment With Loss of Coverage
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Addition or Improvement of a Qualified Benefit
 Change in Coverage under Another Employer Plan
 Loss of Coverage under Other Group Health Coverage
  -11-




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SECTION 5.  Forfeitures
 Unused Credits
 Forfeiture Caused by Termination, etc
 Forfeiture of Unused Credits
 -12-




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SECTION 6.  Nondiscrimination
 Provisions to Prevent Discrimination
     -13-




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Nondiscrimination not Guaranteed
 Inclusion in Income
 SECTION 7.  Plan Administration
 Plan Administrator
 Plan Administrators General Powers, Rights and Duties
     -14-




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Nondiscriminatory Exercise of Authority
 Information Required by Plan Administrator
 Examination of Records
 Reliance on Tables, etc.
 Claims and Review Procedures
 -15-




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Indemnification of Plan Administrator
 SECTION 8.  Amendment and Continuation of Section 125
 Amendment and Termination
  Continuation of Section 125
 SECTION 9.  Adoption of Plan by Affiliated Employers
 Adoption of Plan
  -16-




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Effect of Adoption
 Termination of Participation by Affiliated Employer
 SECTION 10.  General Provisions
 Notices
 Source of Payments
   Fiscal Records
 -17-




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Employment Rights
 No Vested Interest
 Interests Not Transferable
 No Guarantee of Tax Consequences
 Facility of Payment
 Limit on Liability
 Method of Compensation Reduction
 -18-




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Gender and Number
 Controlling State Law
 Severability
 Statutory References
 Headings
 
 STERLING CHEMICALS, INC.By:Name:Title:
 
 -19-




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HEALTH CARE EXPENSE REIMBURSEMENT SUPPLEMENT TO THE
STERLING CHEMICALS, INC. FLEXIBLE SPENDING ACCOUNT PLAN
 SECTION 1.  Introduction
   The Supplement
 Health Care Expense Reimbursement Plan Status
 Plan Administrator
 Component of Plan
 Effective Date
 -20-




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Plan Year
 SECTION 2.  Definitions
  Claims Administrator
 Dental Plan
 Dependent
 Employer
 Health Care Expense Reimbursement Account
 Medical Benefits Plan
 Participant
 Qualifying Health Care Expense
 -21-




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SECTION 3.  Maximum and Minimum Amount of Reimbursement
  SECTION 4.  Health Care Expense Reimbursement Accounts
 Establishment of Accounts
 Crediting of Accounts
 Debiting of Accounts
 Uniform Coverage
 SECTION 5.  Payment of Health Care Reimbursement
 Claims for Reimbursement
     -22-




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Included Expenses
        Excluded Expenses
      -23-




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Reimbursement of Expenses
 Notification of Eligible Employees
 Forfeitures
 Grace Period
 SECTION 6.  HIPAA Privacy and Security Standards
 Disclosure of Protected Health Information to the Plan Sponsor Upon Receipt of
Certification of Compliance by Plan Sponsor
 -24-




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Permitted Uses and Disclosures of Protected Health Information to the Plan
Sponsor
 Disclosures of Summary Health Information and Enrollment and Disenrollment Information
to the Plan Sponsor
  -25-




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Required Separation Between the Plan and the Plan Sponsor
  Plan Sponsors Obligations to Safeguard Electronic Protected Health Information
     SECTION 7.  Claims Provisions
 Claims
 Denial of Coverage
 -26-




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Timing of Adverse Claim Determinations
 Appeal of Denial of Coverage
   -27-




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SECTION 8.  General Provisions
 ERISA and QMCSOs
 Leave of Absence
 Certificate of Creditable Coverage
 Governing Law
 -28-




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DEPENDENT CARE EXPENSE REIMBURSEMENT SUPPLEMENT TO THE
STERLING CHEMICALS, INC. FLEXIBLE SPENDING ACCOUNT PLAN
 SECTION 1.  Introduction
   The Supplement
 Dependent Care Reimbursement Program Status
 Plan Administrator
 Component of Plan
 Effective Date
 Plan Year
 -29-




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SECTION 2.  Definitions
  Claims Administrator
 Dependent
 Dependent Care Expense Reimbursement Account
 Dependent Care Service Provider
 Employer
 Participant
 Qualifying Dependent Care Expenses
 SECTION 3.  Maximum and Minimum Amount of Dependent  Care Expense Reimbursement
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SECTION 4.  Dependent Care Expense Reimbursement Accounts
 Establishment of Accounts
 Crediting of Accounts
 Debiting of Accounts
 SECTION 5.  Payment of Dependent Care Expense Reimbursement
 Claims for Reimbursement
    -31-




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Reimbursement of Expenses
 Notification of Eligible Employees
 Report to Participants
 Forfeitures
 Grace Period
 -32-




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-33-