exv10w19wc





Exhibit 10.19(c)


Third Amendment To The

Sterling Chemicals, Inc. Comprehensive Welfare

Benefit Plan




     Whereas, Sterling Chemicals, Inc., a Delaware corporation, currently sponsors a
Comprehensive Welfare Benefit Plan (as amended, the “Existing Plan”);



     Whereas, pursuant to Section 10.02 of the Existing Plan, the Sterling Chemicals, Inc.
Employee Benefits Plans Committee ( the “Committee”) has the right to amend the Existing
Plan or any benefit agreement at any time; and



     Whereas, the Committee desires to, and hereby elects to, modify the Existing Plan as
provided in this Third Amendment to the Sterling Chemicals, Inc. Comprehensive Welfare Benefit Plan
(this “Amendment”) in response to certain provisions of the Patient Protection and
Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 and to
amend and update the benefits provided under the Existing Plan;



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



     Section 1. Amendment of Article IV of the Existing Plan. Effective as of January 1,
2011, Article IV of the Existing Plan is hereby amended to read in its entirety as follows:



Article IV




Eligibility and Participation




     A person who has fulfilled the eligibility requirements with respect to
any Benefit Agreement or Sub-Plan as of the Effective Date shall become a
Participant in the Plan on the Effective Date and shall remain a Participant
for as long as provided by and in accordance with the provisions of any
Benefit Agreement or Sub-Plan. A person who meets the eligibility
requirements of any Benefit Agreement or Sub-Plan after the Effective Date
shall become a Participant in the Plan as of the date the person meets the
eligibility requirements of any Benefit Agreement or Sub-Plan and shall
remain a Participant for as long as provided by and in accordance with the
provisions of any Benefit Agreement or Sub-Plan. A person shall be a
Participant under the Plan only with respect to the Benefit Agreements or
Sub-Plans for which the person has fulfilled and continues to fulfill the
eligibility requirements. However, if a Participant fulfills the
eligibility requirements of one or more Sub-Plans but does not fulfill the
eligibility requirements of other Sub-Plans offered under the Plan, such
eligibility under any one Sub-Plan does not confer any rights on a
Participant with respect to any other Sub-Plan.



 









 





     Section 2. Amendment of Exhibits to the Existing Plan. Effective as of January 1,
2010, Exhibit A and Exhibit B to the Existing Plan are hereby amended to read in their entirety as
set forth in Exhibit A and Exhibit B attached hereto, respectively.



     Section 3. 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 4. Binding Effect. This Amendment shall inure to the benefit of, and shall be
binding upon the Employer (as defined in the Existing Plan) and its successors and assigns and upon
the Participants (as defined in the Existing Plan) and their respective heirs, executors, personal
representatives, administrators, successors and assigns.



     Section 5. 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 6. 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. 



     In Witness Whereof, the Committee has caused this Amendment to be duly executed by
its proper officer thereunto duly authorized on November 29, 2010.



	 	 	 	 	 
	 	Sterling Chemicals, Inc.

Employee Benefits Plans Committee

 	 
	 	By:   	/s/ Kenneth M. Hale	 
	 	Printed Name:  Kenneth M. Hale	 
	 	 	 	Chairman 	 



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Exhibit A




Insured Benefit Agreements and Pre-Paid Health Plans



	 	 	 
	Description	 	Policy or Group Numbers
	Sterling Chemicals, Inc.
Medical Benefits Plan for
Hourly-Paid Employees

	 	Aetna 


Group Policy No. GP-479734 (POS) 

Contract Number 396438 (HMO) 

Insured HMO and POS
	 
	 	 
	Sterling Chemicals, Inc. Medical
Benefits Plan for Salaried
Employees

	 	Aetna 


Group Policy No. GP479734 (POS) 

Contract Number 396438 (HMO) 

Insured HMO and POS
	 
	 	 
	Sterling Chemicals, Inc. Medical
Benefits Plan for Pre-65 Retirees

	 	Aetna 


Group Policy No. GP-479734 (POS) 

Contract Number 396438 (HMO) 

Insured HMO and PPO for pre-65 retirees
	 
	 	 
	Sterling Chemicals, Inc. Long Term
Disability Plan for Hourly
Employees

	 	Unum Policy # 128333 021
	 
	 	 
	Sterling Chemicals, Inc. Long Term
Disability Plan for Salaried
Employees

	 	Unum Policy No. 128333 011
	 
	 	 
	Sterling Chemicals, Inc. Group
Life Insurance Plan

	 	MetLife 


Group Policy No. 102890-G
	 
	 	 
	Sterling Chemicals, Inc. Group
Life Insurance Plan for Fibers
Retirees

	 	MetLife 


Group Policy No. 102890-G
	 
	 	 
	Sterling Chemicals, Inc. Group
Life Insurance Plan for Retirees
(this plan will terminate as of
December 31, 2010 and will no
longer be part of this WRAP Plan
as of such date))

	 	MetLife 


Group Policy No. 102890-G






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Exhibit B




Self-Insured Benefit Agreements



     The following documents shall be Self-Insured Benefit Agreements under the Plan, and the terms
and conditions of each are herein incorporated into the Plan by reference:



	 	 	 
	Plan	 	Description
	Sterling Chemicals,
Inc. Health Care Expense
Reimbursement Plan

	 	Self-Funded Health FSA
	 
	 	 
	Sterling Chemicals, Inc.
Dental Assistance Plan

	 	Self-Funded Dental Benefit For All Active
Employees

Aetna Services Agreement-ASA-479734
	 
	 	 
	Sterling Chemicals, Inc.
Fourth Amended and
Restated Severance Pay
Plan (to be superseded by
the Sterling Chemicals,
Inc. Fifth Amended and
Restated Severance Pay
Plan effective as of March
1, 2010)

	 	Self-Funded For Salaried Employees Only
	 
	 	 
	Sterling Chemicals, Inc.
Short Term Disability Plan
for Hourly Employees

	 	Self-Funded Short Term Disability Plan
	 
	 	 
	Sterling Chemicals, Inc.
Short Term Disability Plan
for Salaried Employees

	 	Self-Funded Short Term Disability Plan







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