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EXHIBIT 10.3
 
 STERLING CHEMICALS
 Sterling Chemicals, Inc.
 Comprehensive Welfare Benefit Plan  (Wrap Plan)
 
 Effective as of January 1, 2007




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Sterling Chemicals, Inc.
 Comprehensive Welfare Benefit Plan
 Article I
 Establishment
  Article II
 Definitions
  Alternate Recipient
 Benefits
 Benefit Agreements
 Board of Directors Board
 Claims Administrator
 Code
 Committee named fiduciary
 -1-




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Commonly Controlled Entity
 Company
 Dependent
 Effective Date
 Employee
 Employer
 Employer Contributions
 ERISA
 Insured Benefit Agreement
 Insurance Contract Benefits
 Other Plan
 Participant
 -2-




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Participant Elective Contributions cafeteria plan
 Plan
 Plan Administrator
 Plan Year
 Pre-paid Health Plan
 Self-Insured Benefit Agreement
 Self-Insured Benefits
 Sub-Plans
 Trust
 Trustee
 Trust Fund
 -3-




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Trust Fund
 Article III
 Incorporation of Sub-Plan Documents
  Article IV
 Eligibility and Participation
  Article V
 Plan Financing
 Funding Policy
 -4-




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Employer Contributions provided, however
 Participant Elective Contributions
 Order of Use of Contributions
  Article VI
 Amount of Benefits
 Benefits
 -5-




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Liability for Benefits
 Forfeitures
 Article VII
 Administration
 Appointment of Committee
 Authority and Responsibility of the Committee
 Plan Administrator Appointment and Removal
 -6-




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Structure
 Plan Administrator Actions
 (a) the actions of the Plan Administrator shall be determined by the vote or other
affirmative expression of a majority of the persons serving as the Plan Administrator;(b) action may be taken by the persons serving as the Plan Administrator at a meeting or
in writing (including electronic communications) without a meeting; and(c)any authorized member (or members) of the Committee may execute any certificate or
other written direction on behalf of the Plan Administrator.
  Plan Administrator Duties
 (a) to appoint to act, suitably compensate and remove from acting one or more Claims
Administrators as such for one or more Benefit Agreements (including any such appointment made
by entering into an administrative services only contract with a service provider) except to
the extent a Claims Administrator is designated in the Insured Benefit Agreement (and in the
event the Plan Administrator does not appoint a Claims Administrator, and except as otherwise
provided in an Insured Benefit Agreement, the Plan Administrator shall be the Claims
Administrator);(b) to issue rules and regulations necessary for the proper conduct and administration of
the Plan and to change, alter or amend such rules and regulations;(c) to construe the Plan;(d) to determine all questions arising in the administration of the Plan, including those
relating to coverage and participation under the Plan and the rights of Participants and
Alternate Recipients to the extent the determination of such questions is not the
 -7-




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responsibility of the Claims Administrator, and is not otherwise provided by the Benefit
Agreements, and its decisions thereon shall be final and binding upon all persons hereunder;
 (e) to authorize all disbursements in accordance with the provisions of the Plan or
underlying Trust, if any;(f) to employ and suitably compensate clerical employees and such accountants, attorneys
(who may but need not be the accountants or attorneys of the Company) and other persons to
render advice as it may deem necessary to the performance of its duties;(g) to hear, review and determine claims for benefits;(h) to communicate the Plan and its eligibility requirements to the Employees and notify
Employees when they become eligible to participate;(i) if the Committee determines to insure a Benefit, to acquire, in its discretion,
insurance or similar contracts with respect to such Benefit issued by an insurance company
authorized to do business in any State of the United States which provide Benefits of the type
specified under the Plan or which provide insurance protection with respect to such Benefits;(j) subject to the provisions of the Benefit Agreements, to review and approve
Self-Insured Benefit payments or to provide procedures and specify amounts of Self-Insured
Benefit payments which may be reviewed and approved by the Claims Administrator, and to
authorize the Claims Administrator to draw drafts for the payment of Self-Insured Benefits;(k)to receive from or on behalf of any Employer, Participant, Employee, retired
Employee, Dependent, Alternate Recipient or Claims Administrator such records and information
as shall be necessary for the proper performance of its duties under the Plan;(l) to prepare and file or have prepared and filed with the United States Department of
Labor, the United States Department of Treasury and/or other governmental agency all reports
or other information required under federal, state or local law; and(m) to establish and maintain procedures pursuant to Section 11.05 and, if there is no
Claims Administrator with respect to a Benefit, to establish and maintain procedures for
reviewing denials of claims for that Benefit consistent with Article IX.
 Allocations and Delegations of Responsibility
 -8-




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Claims Administrators Powers and Duties with Respect to the Plan
       Plan Administrator Bonding and Expenses
 Information to be Furnished to Plan Administrator and Claims
Administrator
 -9-




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Records
 Fiduciary Capacity
 Confidentiality
 Administrator Decisions Final
 Committee as Agent
 Action by the Committee
 Sub-Plan Administration
      -10-




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Article VIII
 Coordination of Benefits With Other Plans
  Article IX
 Claims Procedure
 Claimant
 Article X
 Amendment and Termination of the Plan
 Discontinuance of Contributions provided,
however
 Amendments and Termination provided, however
 -11-




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Article XI
 Miscellaneous Provisions
 Employer Joinder and Withdrawal
 Employer Successor
 Indemnification
 Nonalienation of Benefits
 -12-




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Alternate Recipients QMCSO
   Subrogation and Repayment provided, however
 No Contract of Employment
 Source of Benefits
 -13-




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Facility of Payment
 Effect on Workers Compensation
 Gender and Number
 Headings
 Invalidity of Certain Provisions
 Law Governing
 Executed
 Sterling Chemicals, Inc.By:
    
    /s/ Richard K. CrumpPrinted Name:
    
    Richard K. CrumpTitle:
    
    President and Chief Executive
Officer
 -14-




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Exhibit A
 Insured Benefit Agreements and Pre-Paid Health Plans
 Description
    
    Policy or Group NumbersSterling Chemicals, Inc. Medical Benefits
Plan for Hourly-Paid Employees (HMO
Component Only)
    
    Cigna HealthCare of Texas
Group Policy No. 3164728
Insured portion of hourly employees medical planSterling Chemicals, Inc. Medical Benefits
Plan for Salaried Employees (HMO Component
Only)
    
    Cigna HealthCare of Texas
Group Policy No. 3164728
Insured portion of salaried employees medical planSterling Chemicals, Inc. Medical Benefits
Plan for Retirees (HMO Component Only)
    
    Cigna HealthCare of Texas
Group Policy No. 3164728
Insured portion of retiree medical planSterling Chemicals, Inc. Disability Plan for
Hourly-Paid Employees
    
    Unum
Group Policy No.Sterling Chemicals, Inc. Salaried Disability
Income Plan
    
    Unum
Group Policy No.Sterling Chemicals, Inc. Group Life
Insurance Plan for Salaried Employees
    
    MetLife
Group Policy No. 102890Sterling Chemicals, Inc. Group Life
Insurance Plan for Hourly-Paid Employees
    
    MetLife
Group Policy No. 102890Sterling Chemicals, Inc. Group Life
Insurance Plan for Retirees
    
    MetLife
Group Policy No. 102890Sterling Chemicals, Inc. Business Travel Plan
    
    CIGNA
Group Policy No. ABL960140




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Exhibit B
 Self-Insured Benefit Agreements
  Plan
    
    DescriptionSterling Chemicals,
Inc. Salaried
Employees Flexible
Spending Account
Plan
    
    Self-funded Health FSASterling Chemicals,
Inc. Hourly
Employees Flexible
Spending Account
Plan
    
    Self-funded Health FSASterling Chemicals,
Inc. Dental
Assistance Plan for
Hourly-Paid
Employees
    
    Self- funded dental benefit for hourly employees.Sterling Chemicals,
Inc. Dental
Assistance Plan for
Salaried Employees
    
    Self- funded dental benefit for salaried employees.Sterling Chemicals,
Inc. Key Employee
Protection Plan
    
    Self- funded benefit for key employees.Sterling Chemicals,
Inc. Medical
Benefits Plan for
Hourly-Paid
Employees (PPO
Component Only)
    
    Self-funded portion of hourly medical planSterling Chemicals,
Inc. Medical
Benefits Plan for
Salaried Employees
(PPO Component Only)
    
    Self-funded portion of salaried medical planSterling Chemicals,
Inc. Medical
Benefits Plan for
Retirees (PPO
Component Only)
    
    Self-funded portion of retiree medical planSterling Chemicals,
Inc. Prescription
Drug Benefits Plan
for Hourly-Paid
Employees (PPO
Component Only)
    
    Self-funded portion of hourly prescription drug planSterling Chemicals,
Inc. Prescription
Drug Benefits Plan
for Salaried
Employees (PPO
Component Only)
    
    Self-funded portion of salaried employees
prescription drug planSterling Chemicals,
Inc. Prescription
Drug Benefits Plan
for Retirees (PPO
Component Only)
    
    Self-funded portion of retiree prescription drug
plan