##### 



EXHIBIT 10.2
 
 STERLING CHEMICALS
 Sterling Chemicals, Inc.
 Amended And Restated  Hourly Paid Employees Pension Plan
 
 Effective as of January 1, 2007




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Amended And Restated  Salaried Employees Pension Plan
 Table of Contents
 Preamble
 Article IDefinitions1.1
    
    Plan Definitions
    
    
    11.2
    
    Construction
    
    
    9Article IIHours of Service2.1
    
    Crediting of Hours of Service
    
    
    92.2
    
    Hours of Service Equivalencies
    
    
    112.3
    
    Determination of Non-Duty Hours of Service
    
    
    112.4
    
    Allocation of Hours of Service to Service Computation Periods
    
    
    122.5
    
    Department of Labor Rules
    
    
    13Article IIIService & Credited Service3.1
    
    Service
    
    
    133.2
    
    Credited Service
    
    
    143.3
    
    Transfers
    
    
    153.4
    
    Retirement or Termination and Reemployment
    
    
    153.5
    
    Finality of Determinations
    
    
    17Article IVEligibility For Participation4.1
    
    Participation
    
    
    174.2
    
    Termination of Participation
    
    
    174.3
    
    Participation Upon Reemployment
    
    
    184.4
    
    Finality of Determinations
    
    
    18
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Article V  Normal Retirement
 5.1
    
    Eligibility
    
    
    185.2
    
    Amount
    
    
    185.3
    
    Special Calculation For Participants Who Transferred From The Salaried Plan 205.4
    
    Adjustment to Normal Retirement Benefit for Employment After Normal Retirement Date
    
    
    205.5
    
    Payment
    
    
    21Article VIEarly Retirement6.1
    
    Eligibility
    
    
    216.2
    
    Amount
    
    
    226.3
    
    Payment
    
    
    22Article VIIVested Rights7.1
    
    Vesting
    
    
    227.2
    
    Eligibility for Deferred Vested Retirement Benefit
    
    
    237.3
    
    Amount of Deferred Vested Retirement Benefit
    
    
    237.4
    
    Payment
    
    
    237.5
    
    Election of Former Vesting Schedule
    
    
    23Article VIIIDisability8.1
    
    Eligibility for Disability Accruals
    
    
    248.2
    
    Disability Accrual
    
    
    24Article IXForms of Payment9.1
    
    Normal Form of Payment
    
    
    249.2
    
    Optional Forms of Payment
    
    
    259.3
    
    Designation of Beneficiary and Beneficiary in
Absence of Designated Beneficiary
    
    
    299.4
    
    Notice Regarding Forms of Payment
    
    
    299.5
    
    Election Period
    
    
    309.6
    
    Spousal Consent Requirements
    
    
    309.7
    
    Death Prior to Annuity Starting Date
    
    
    319.8
    
    Effect of Reemployment on Form of Payment
    
    
    31
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Article XSurvivor Benefits10.1
    
    Eligibility for Qualified Preretirement Survivor Annuity
    
    
    3110.2
    
    Amount of Qualified Preretirement Survivor Annuity
    
    
    3210.3
    
    Payment of Qualified Preretirement Survivor Annuity
    
    
    32Article XIGeneral Provisions & Limitations Regarding Benefits11.1
    
    Suspension of Benefits for Rehired Retired Participants
    
    
    3311.2
    
    Exception to Suspension of Benefits Rule
    
    
    3311.3
    
    Non-Alienation of Retirement Rights or Benefits
    
    
    3311.4
    
    Payment of Benefits to Others
    
    
    3411.5
    
    Payment of Small Benefits; Deemed Cashout
    
    
    3411.6
    
    Direct Rollovers
    
    
    3511.7
    
    Limitations on Commencement
    
    
    3511.8
    
    Post Age 70 1/2 Payments
    
    
    3611.9
    
    Offset to Accrual After Normal Retirement Date
    
    
    36Article XIIMaximum Retirement Benefits12.1
    
    Definitions
    
    
    3712.2
    
    Maximum Limitation on Annual Benefits
    
    
    4012.3
    
    Manner of Reduction
    
    
    40Article XIIIPension Fund13.1
    
    Pension Fund
    
    
    4013.2
    
    Contributions by the Employers
    
    
    4013.3
    
    Expenses of the Plan
    
    
    4113.4
    
    No Reversion
    
    
    4113.5
    
    Forfeitures Not to Increase Benefits
    
    
    4213.6
    
    Change of Funding Medium
    
    
    42Article XIVAdministration14.1
    
    Authority of the Sponsor
    
    
    4214.2
    
    Action of the Sponsor
    
    
    4314.3
    
    Claims Review Procedure
    
    
    4314.4
    
    Qualified Domestic Relations Orders
    
    
    4414.5
    
    Indemnification
    
    
    4414.6
    
    Actions Binding
    
    
    44
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Article XVAdoption By Other Entities15.1
    
    Adoption by Affiliated Companies
    
    
    4515.2
    
    Effective Plan Provisions
    
    
    45Article XVIAmendment & Termination of Plan16.1
    
    Sponsors Right of Amendment
    
    
    4516.2
    
    Termination of the Plan
    
    
    4616.3
    
    Adjustment of Allocation
    
    
    4716.4
    
    Assets Insufficient for Allocation
    
    
    4716.5
    
    Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2
    
    
    4716.6
    
    Allocations Resulting in Discrimination
    
    
    4816.7
    
    Residual Assets
    
    
    4816.8
    
    Meanings of Terms
    
    
    4816.9
    
    Payments by the Funding Agent
    
    
    4816.10
    
    Residual Assets Distributable to the Employers
    
    
    4816.11
    
    Withdrawal of an Employer
    
    
    49Article XVIIMiscellaneous17.1
    
    No Commitment as to Employment
    
    
    4917.2
    
    Claims of Other Persons
    
    
    4917.3
    
    Governing Law
    
    
    4917.4
    
    Nonforfeitability of Benefits Upon Termination or Partial Termination
    
    
    5017.5
    
    Merger, Consolidation, or Transfer of Plan Assets
    
    
    5017.6
    
    Funding Agreement
    
    
    5017.7
    
    Benefit Offsets for Overpayments
    
    
    5017.8
    
    Internal Revenue Requirements
    
    
    5017.9
    
    Veterans Reemployment Rights
    
    
    51Addendum ASection IDefinitions1.1
    
    Definitions 53Section IIGeneral Rules2.1
    
    Effective Date
    
    
    532.2
    
    Precedence
    
    
    54
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2.3
    
    Requirements of Treasury Regulations Incorporated
    
    
    532.4
    
    TEFRA Section 242(b)(2) Elections
    
    
    54Section IIITime and Manner of Distribution3.1
    
    Required Beginning Date
    
    
    543.2
    
    Death of Participant Before Distributions Begin
    
    
    543.3
    
    Form of Distribution
    
    
    55Section IVDetermination of Amount To Be Distributed Each Year4.1
    
    General Annuity Requirements
    
    
    554.2
    
    Amount Required to be Distributed by Required Beginning Date
    
    
    564.3
    
    Additional Accruals After First Distribution Calendar Year
    
    
    56Section VRequirements For Annuity DistributionsThat Commence During Participants Lifetime5.1
    
    Joint Life Annuities Where the Beneficiary Is Not the Participants Spouse
    
    
    565.2
    
    Period Certain Annuities
    
    
    57Section VIRequirements For Minimum DistributionsWhere Participant Dies Before Date Distributions Begin6.1
    
    Participant Survived by Designated Beneficiary
    
    
    576.2
    
    No Designated Beneficiary
    
    
    586.3
    
    Death of Surviving Spouse Before Distributions to Surviving Spouse Begin
    
    
    58
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Preamble
    Article I
 Definitions
 1.1 Plan Definitions
  Accrued Benefit
 Actuarial Equivalent




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Actuary
 Administrator
 Affiliated Company
 Annuity Starting Date
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not
 Beneficiary
 Break in Service
 Code
 Credited Service
 Disabled
 Early Retirement Date
 (1)
    
    for a Participant who elects to commence payments while his employment
continues, as permitted under Section 6.1 of the Plan, the first day of the month
following the latest of (i) the month in which he meets the
eligibility requirements in Section 6.1, (ii) the month in which he attains age 62,
or (iii) 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 his
employment continues, 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
later than his Normal Retirement Date.
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Employee
  (1)
    
    any nonresident alien who does not receive United States source income;(2)
    
    any temporary worker who is engaged through or employed by a temporary or
leasing agency; or(3)
    
    any leased employee or any person who is an independent contractor or who is
employed by another company while providing services to the Employer.
   Employer
 ERISA
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Final Average Pay
 (1)
    
    the last 36 calendar months during which he has Base Pay immediately
preceding the earlier of:
 (a)
    
    the date the Participants employment terminates (or the
Participants period of employment, if shorter); or
 (b)
    
    July 1, 2007; or
 (2)
    
    his highest three calendar years during the five consecutive calendar years
immediately preceding the earlier of:
 (a)
    
    the calendar year during which the Participants employment
terminates, or;
 (b)
    
    January 1, 2007.
  (3)
    
    A Participants Average Base Pay means his average Base Pay on the last day
of each month during the applicable Averaging Period multiplied by 2,080.(4)
    
    A Participants Average Overtime Pay means his Base Pay multiplied by the
average number of overtime hours worked by all Employees at the location at which the Participant is employed during the applicable Averaging
Period. For this purpose, overtime hours are considered worked during the month in
which an Employee is paid for such hours.(5)
    
    A Participants Average Shift Premium means his total shift premium paid
for regularly scheduled hours during the applicable Averaging Period divided by 3. For
this purpose, shift premium pay is considered attributable to hours worked during the
month in which the shift premium is paid.(6)
    
    Base Pay means a Participants regular, base, straight time rate of hourly
compensation, exclusive of any premium. If on the last day of a month a Participant is
receiving only accident or sickness pay or disability income from a welfare plan
maintained by his Employer, his Base Pay for the month shall be equal to his Base Pay
on his last day worked. If during an Averaging Period a Participant is voluntarily or
involuntarily transferred to a different job resulting in a reduction in his Base Pay,
the Participants Base Pay for each month following
 -5-




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the transfer will be equal to the greater of (i) his Base Pay immediately preceding the
transfer or (ii) his Base Pay for any subsequent month during the Averaging Period.
    Funding Agent
 Funding Agreement
 Highly Compensated Employee
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(1)
    
    An employees compensation means Compensation as defined in Section 12.1.(2)
    
    The look back year means the 12-month period immediately preceding the Plan
Year.
 Hour of Service
 LTD Plan
 Normal Retirement Date
 Participant
 Pension Fund
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Plan
 Plan Year
 Prior Monsanto Participant
 Qualified Joint and Survivor Annuity
 Qualified Preretirement Survivor Annuity
 Required Beginning Date
 Service
 Service Computation Period
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Sponsor
 Spouse
 Union
 1.2 Construction
  Article
 Hours of Service
 2.1 Crediting of Hours of Service
  (a)
    
    Each hour for which he is paid, or entitled to payment, for the performance of duties for an
Employer as an Employee; provided, however, that hours paid for at a premium rate shall be
treated as straight-time hours.(b)
    
    Each hour for which he is paid, or entitled to payment, by an Employer on account of a period
of time during which no duties as an Employee are performed (irrespective of whether he
remains an Employee) due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty, or leave of absence, up to a maximum of eight hours per day
and 40 hours per week; provided, however, that no more than 501 Hours of Service shall be
credited to an Employee on account of any single continuous period during which he performs no
duties (whether or not such period occurs in a single Service Computation Period); provided,
further, that no Hours of Service shall be credited for payment which is made or due under a
program maintained solely for the purpose of complying with applicable Workers Compensation,
unemployment compensation, or disability insurance laws; and provided, further, that no Hours
of
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Service shall be credited to an Employee for payment which is made or due solely as
reimbursement for medical or medically related expenses incurred by him.(c)
    
    Each hour for which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by an Employer; provided, however, that the crediting of Hours of Service for back
pay awarded or agreed to with respect to periods of employment or absence from employment
described in any other paragraph of this Section shall be subject to the limitations set forth
therein and, if applicable, in Section 2.3 and Section 2.4.(d)
    
    Each hour for which he would have been scheduled to work for an Employer during the period of
time that he is absent from work because of service with the armed forces of the United
States, up to a maximum of eight hours per day and 40 hours per week, but only if he is
eligible for reemployment rights under the Uniformed Services Employment and Reemployment
Rights Act of 1994 and he returns to work with an Employer within the period during which he
retains such reemployment rights.(e)
    
    Each hour, determined as provided herein, during the period of time that he is absent from
work because of disability for which he is eligible for or receiving disability benefits under
the LTD Plan. For purposes of this paragraph, an eligible Participant shall be credited with
95 Hours of Service for each half month, or 190 Hours of Service for each full month, during
which he is eligible for or receives benefits under the LTD Plan.(f)
    
    Each hour for which he would have been scheduled to work for an Employer during the period of
time that he is absent from work on leave approved by the Employer in order to conduct
business on behalf of the Union.(g)
    
    Each hour for which he would have been scheduled to work for an Employer during the period of
time that he is absent from work because of an approved leave of absence or such shorter
period as may be specified by the Employer.(h)
    
    Each hour for which he would have been scheduled to work for an Employer during the first 12
months of any absence from work because of temporary layoff.(i)
    
    Each hour, determined as provided herein, during the first 12 months of any absence from work
because of non-occupational illness or disability that is not yet determined to be a long-term
disability for which he is eligible for disability benefits under the LTD Plan. For purposes
of this paragraph, an eligible Participant shall be credited with 95 Hours of Service for each
half month, or 190 Hours of Service for each full month, during which he is absent because of
such illness or disability.(j)
    
    Each hour, determined as provided herein, during the period of time that he is absent from
work because of occupational illness or disability that is not yet determined to be a
long-term disability for which he is eligible for disability benefits under the LTD Plan. For
purposes of this paragraph, an eligible Participant shall be credited with 95 Hours of Service
for each half month, or 190 Hours of Service for each full month, during which he is absent
because of such illness or disability.
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(k)
    
    Solely for purposes of determining whether he has incurred a Break in Service, each hour for
which he would have been scheduled to work for an Employer during the period of time that he
is absent from work because of the birth of a child, pregnancy, the adoption of a child, or
the caring for a child for the period beginning following the birth or adoption of such child,
up to a maximum of eight hours per day and 40 hours per week so that, when added to Hours of
Service credited under any other paragraph of this Section, he shall be credited with not
fewer than 501 total Hours of Service under the Plan for the Service Computation Period in
which his absence commenced or the immediately following Service Computation Period; provided,
however, that he shall be credited with Hours of Service under this paragraph for the Service
Computation Period in which his absence from employment commenced only if necessary to prevent
a Break in Service; and provided, further, that he shall be credited with Hours of Service
under this paragraph for the Service Computation Period immediately following the Service
Computation Period in which his absence from employment commenced only if he is not credited
with Hours of Service under this paragraph for the Service Computation Period in which his
absence from employment commenced.(l)
    
    Solely for purposes of determining whether he has incurred a Break in Service, each hour for
which he would be scheduled to work for an Employer during the period of time that he is
absent from work on an approved leave of absence pursuant to the Family and Medical Leave Act
of 1993; provided, however, that Hours of Service shall not be credited to an Employee under
this paragraph if the Employee fails to return to employment with an Employer following such
leave.
  2.2 Hours of Service Equivalencies
  2.3 Determination of Non-Duty Hours of Service
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(a)
    
    In the case of a payment made or due which is calculated on the basis of units of time, such
as hours, days, weeks, or months, the number of Hours of Service to be credited shall be the
number of regularly scheduled working hours included in the units of time on the basis of
which the payment is calculated.(b)
    
    In the case of a payment made or due which is not calculated on the basis of units of time,
the number of Hours of Service to be credited shall be equal to the amount of the payment
divided by the Employees most recent hourly rate of compensation immediately prior to the
period to which the payment relates.(c)
    
    Notwithstanding the provisions of paragraphs (a) and (b), no Employee shall be credited on
account of a period during which no duties are performed with a number of Hours of Service
that is greater than the number of regularly scheduled working hours during such period.(d)
    
    If an Employee is without a regular work schedule, the number of regularly scheduled working
hours shall mean the average number of hours worked by Employees in the same job
classification during the period to which the payment relates, or if there are no other
Employees in the same job classification, the average number of hours worked by the Employee
during an equivalent, representative period.
  2.4 Allocation of Hours of Service to Service Computation Periods
  (a)
    
    Hours of Service described in paragraph (a) of Section 2.1 shall be allocated to the Service
Computation Period in which the duties are performed.(b)
    
    Hours of Service credited to an Employee for a period during which an Employee performs no
duties shall be allocated as follows:
 (1)
    
    Hours of Service credited to an Employee on account of a payment which is
calculated on the basis of units of time, such as hours, days, weeks, or months, shall
be allocated to the Service Computation Period or Periods in which the period during
which no duties are performed occurs, beginning with the first unit of time to which
the payment relates.
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(2)
    
    Hours of Service credited to an Employee on account of a payment which is not
calculated on the basis of units of time shall be allocated to the Service Computation
Period or Periods in which the period during which no duties are performed occurs, or,
if such period extends beyond one Service Computation Period, such Hours of Service
shall be allocated equally between the first two such Service Computation Periods.(3)
    
    Hours of Service credited to an Employee for a period of absence during which
the Employee performs no duties and for which no payment is due from his Employer shall
be allocated to the Service Computation Period or Periods during which such absence
occurred.(4)
    
    Hours of Service credited to an Employee because of an award or agreement for
back pay shall be allocated to the Service Computation Period or Periods to which the
award or agreement for back pay pertains, rather than to the Service Computation Period
in which the award, agreement, or payment is made.
 2.5 Department of Labor Rules
  Article
 Service & Credited Service
 3.1 Service
  (a)
    
    For periods on and after October 1, 1993, with the exception of the periods described in item
(b) below, he shall be credited with a year of Service for each Service Computation Period for
which he is credited with at least 1,000 Hours of Service; provided, however, that if he is
credited with fewer than 1,000 Hours of Service for a Service Computation Period, he shall be
credited with a partial year of Service in the ratio that his Hours of Service for the Service
Computation Period bears to 1,000.(b)
    
    An employee who is credited with at least 1,000 Hours of Service in the Service Computation
Period that began on October 1, 1995 and ended on September 30, 1996 and in the Service
Computation Period that began January 1, 1996 shall be credited with a year of Service for
each such Service Computation Period.
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(c)
    
    A Participant who meets the requirements of Section 8.1, entitled Eligibility for Disability
Accruals who has not elected to cease payments under the LTD Plan and receive retirement
benefits under the Plan in accordance with Section 8.1 will continue to accrue Service while
eligible for benefits under the Employers LTD Plan, in accordance with Section 8.2.(d)
    
    For periods prior to October 1, 1993, Service was credited in accordance with the provisions
of the Plan as constituted prior to such date.(e)
    
    For Prior Monsanto Participants, Service is credited on August 1, 1986 in an amount that is
not less than the Service credited to the Participant under the Monsanto Company Salaried
Employees Pension Plan and/or the Monsanto Company Hourly Paid Employees Pension Plan as of
August 1, 1986.
 3.2 Credited Service
   (a)
    
    For periods on and after October 1, 1993, subject to any limitations set forth in Article V,
with the exception of the periods described in item (b) below, he shall be credited with a
year of Credited Service for each Service Computation Period for which he is credited with at
least 2,080 Hours of Service.If the Participant is credited with fewer than 2,080 Hours of Service, he shall be credited
with a partial year of Credited Service in the ratio that his Hours of Service for the
Service Computation Period bears to 2,080.(b)
    
    For the Service Computation Period that began on October 1, 1995 and ended on December 31,
1995, a Participant shall be credited with a fractional year of Credited Service for such
Service Computation Period in the ratio that his Hours of Service for the Service Computation
Period bears to 2,080.(c)
    
    A Participant who meets the requirements of Section 8.1, entitled Eligibility for Disability
Accruals who has not elected to cease payments under the LTD Plan and receive retirement
benefits under the Plan in accordance with Section 8.1 will continue to accrue Credited
Service while eligible for benefits under the Employers LTD Plan, in accordance with Section
8.2, at the rate of 190 Hours of Service per month.(d)
    
    For periods prior to October 1, 1993, Service was credited in accordance with the provisions
of the Plan as constituted prior to such date.
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(e)
    
    For Prior Monsanto Participants, Credited Service is credited on August 1, 1986 in an amount
that is not less than the Credited Service credited to the Participant under the Monsanto
Company Salaried Employees Pension Plan and/or the Monsanto Company Hourly Paid Employees
Pension Plan as of August 1, 1986.
 3.3 Transfers
  (a)
    
    Any person who transfers or retransfers to employment with an Employer as an Employee
directly from other employment with an Employer in a capacity other than as an Employee, shall
be credited with Service and Credited Service for such other employment as if such other
employment were employment with an Employer as an Employee.(b)
    
    Any person who transfers from employment with an Employer as an Employee directly to other
employment with an Employer in a capacity other than as an Employee shall be deemed by such
transfer not to lose his Service or Credited Service, and shall be deemed not to retire or
otherwise terminate his employment as an Employee until such time as he is no longer in the
employment of an Employer, at which time he shall become entitled to benefits if he is
otherwise eligible therefore under the provisions of the Plan and shall receive credit for
Service and Credited Service for such other employment as if such other employment were
employment with an Employer as an Employee.(a)
    
    Any person who transfers or retransfers to employment with an Employer as an Employee
directly from other employment with any other Affiliated Company, shall be credited with
Service, but not Credited Service, for such other employment as if such other employment were
employment with an Employer as an Employee.(b)
    
    Any person who transfers from employment with an Employer as an Employee directly to
employment with any other Affiliated Company, shall be deemed by such transfer not to lose his
Service or Credited Service; provided, however, that up to the time he is no longer in the
employment of any other Affiliated Company, he shall receive credit for Service, but not for
Credited Service, for such other employment as if such other employment were employment with
an Employer as an Employee.
  3.4 Retirement or Termination and Reemployment
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(a)
    
    he is reemployed before incurring a Break in Service; or(b)
    
    he is reemployed following a Break in Service and he satisfies the requirements of (1) or (2)
below, as applicable:
 (1)
    
    he was eligible for any retirement benefit at the time of his previous
retirement or other termination of employment and he satisfies any one of the
following:
 (i)
    
    he completes a year of Service following his return to
employment; or(ii)
    
    his Break in Service was due to layoff and he is reemployed
following such layoff; or(iii)
    
    his Break in Service was due to Disability and the Participant
was eligible for benefits under the Employers LTD Plan, as described in
Section 8.1, and upon cessation of the LTD Plan benefits, the Participant
returns to active employment with the Employer as an Employee.
 (2)
    
    he terminated his employment before satisfying the conditions of eligibility
for any retirement benefit under the Plan and he satisfies any one of the following:
 (i)
    
    he completes a year of Service following reemployment and
either (A) the aggregate number of his years of Service (not including any
years of Service not required to be aggregated because of previous Breaks in
Service) is greater than the number of his consecutive one-year Breaks in
Service or (B) the number of his consecutive one-year Breaks in Service is less
than five; or(ii)
    
    his Break in Service was due to layoff and he is reemployed
within the 3-year period following commencement of such layoff; or(iii)
    
    his Break in Service was due to Disability and the Participant
was eligible for benefits under the Employers LTD Plan, as described in
Section 8.1, and upon cessation of the LTD Plan benefits, the Participant
returns to active employment with the Employer as an Employee; or(iv)
    
    he completes 10 years of Service following reemployment.
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3.5 Finality of Determinations
  Article IV
 Eligibility For Participation
 4.1 Participation
    4.2 Termination of Participation
  - 17 -




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4.3 Participation Upon Reemployment
  4.4 Finality of Determinations
  Article V
 Normal Retirement
 5.1 Eligibility
  5.2 Amount
   Final Average Pay
    
    Applicable Dollar AmountLess than $35,500
    
    $35At least $35,500, but less than $36,500
    
    $36At least $36,500, but less than $37,500
    
    $37At least $37,500, but less than $38,500
    
    $38At least $38,500, but less than $39,500
    
    $39
 - 18 -




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Final Average Pay
    
    Applicable Dollar AmountAt least $39,500, but less than $40,500
    
    $40At least $40,500, but less than $41,500
    
    $41At least $41,500, but less than $42,500
    
    $42At least $42,500, but less than $43,500
    
    $43At least $43,500, but less than $44,500
    
    $44At least $44,500, but less than $45,500
    
    $45At least $45,500, but less than $46,500
    
    $46At least $46,500, but less than $47,500
    
    $47At least $47,500, but less than $48,500
    
    $48At least $48,500, but less than $49,500
    
    $49At least $49,500, but less than $50,500
    
    $50At least $50,500, but less than $51,500
    
    $51At least $51,500, but less than $52,500
    
    $52At least $52,500, but less than $53,500
    
    $53At least $53,500, but less than $54,500
    
    $54At least $54,500, but less than $55,500
    
    $55At least $55,500, but less than $56,500
    
    $56At least $56,500, but less than $57,500
    
    $57At least $57,500, but less than $58,500
    
    $58At least $58,500, but less than $59,500
    
    $59$59,500 or more
    
    $60
  - 19 -




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##### 



5.3 Special Calculation For Participants Who Transferred From The Salaried Plan
 Salaried Plan
 (a)
    
    the Accrued Benefit under the Plan, calculated using the total years and partial years of
Credited Service under both plans; or(b)
    
    The sum of (1) and (2):
 (1)
    
    The Accrued Benefit under the Plan, calculated using only the Benefit Service
earned under the Plan, plus(2)
    
    The Accrued Benefit payable to him from the Salaried Plan, calculated using only
the Credited Service earned under the Salaried Plan, and the formula in effect in the
Salaried Plan at the time he ceased to be a participant in the Salaried Plan.
 5.4 Adjustment to Normal Retirement Benefit for Employment After Normal Retirement Date
  (a)
    
    For the period beginning on the Participants Normal Retirement Date and ending on the April
1 of the calendar year following the calendar year in which he reaches age 70 1/2, his benefit
shall be the greater of (1) or (2):
 (1)
    
    the Participants Accrued Benefit as of the date such benefit is being determined
(taking into account that benefits under the Plan are frozen effective July 1, 2007); or(2)
    
    the Participants Accrued Benefit as of his Normal Retirement Date (taking into
account that benefits under the Plan are frozen effective July 1, 2007), increased,
using the Actuarial Equivalent as of his Annuity Starting Date (but no later than the
April 1 following the calendar year in which the Participant attains age 70 1/2).
 - 20 -




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##### 



(b)
    
    For the period beginning on the April 1 of the calendar year following the calendar year in
which he reaches age 70 1/2, the Participants monthly retirement benefit shall be adjusted as
of each determination date (as defined in this Section). His benefit shall be the greater
of (1) or (2):
 (1)
    
    the Participants Accrued Benefit as of the determination date; or(2)
    
    the Actuarial Equivalent on the determination date of the Participants
adjusted normal retirement benefit determined under this Section for the prior
determination date (as defined in this Section).
 For purposes of this Section, a determination date means the last day of each calendar year
during the period beginning with the calendar year following the calendar year in which the
Participant attains age 70 1/2 and ending on the earlier of (i) the date the Participant
retires from employment with his Employer and all Affiliated Companies, or (ii) his Annuity
Starting Date, except that the first determination date is the April 1 following the
calendar year in which the Participant attains age 70 1/2.
  5.5 Payment
  Article VI
 Early Retirement
 6.1 Eligibility
   - 21 -




---



##### 



6.2 Amount
  (a)
    
    Except as otherwise provided 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 a Participant attains the age 55 prior to the termination of his employment with the
Employers and the sum of a Participants age and years of Service equals or exceeds 80 as of
the first day of the month next following the month in which his employment terminates, the
reduction in the preceding paragraph will not apply on his Early Retirement Date.
   6.3 Payment
  Article VII
 Vested Rights
 7.1 Vesting
  - 22 -




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##### 



Years of Service
    
    Vested Interestless than five
    
    0%five or more
    
    100%
 7.2 Eligibility for Deferred Vested Retirement Benefit
  7.3 Amount of Deferred Vested Retirement Benefit
  7.4 Payment
  7.5 Election of Former Vesting Schedule
  - 23 -




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##### 



Article VIII
 Disability
 8.1 Eligibility for Disability Accruals
   8.2 Disability Accrual
  (a)
    
    the first day of the month after he ceases to meet the requirements of Section 8.1;(b)
    
    the first day of the month after he elects, in writing, to cease his LTD Plan payments in
order to elect retirement benefits under the Plan;(c)
    
    the date of his death;(d)
    
    his Normal Retirement Date; or(e)
    
    for purposes of further accruals of Credited Service only, July 1, 2007.
 Article IX
 Forms of Payment
 9.1 Normal Form of Payment
  - 24 -




---



##### 



(a)
    
    A Participant who is not married on his Annuity Starting Date shall receive such benefit in
the form of a single life annuity. Such Participant shall receive a monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs.(b)
    
    A Participant who is married on his Annuity Starting Date shall receive such benefit in the
form of a 50 percent Qualified Joint and Survivor Annuity. Such Participant shall receive a
reduced monthly retirement benefit payable for his lifetime, the last monthly payment being
for the month in which his death occurs. If the Participants Spouse survives him, then
commencing with the month following the month in which the Participants death occurs, his
Spouse shall receive a monthly benefit for his or her remaining lifetime equal to one-half of
the reduced amount payable during the Participants lifetime, the last payment being for the
month in which the Spouses death occurs. A married Participant may elect to increase the
survivor benefit payable to his Spouse under the Qualified Joint and Survivor Annuity to 100
percent or 75 percent of the reduced amount payable during the Participants lifetime. Any
such election must be made during the election period described in Section 9.5.The reduced monthly payments to be made to the Participant under this paragraph shall be in
an amount which, on the date of commencement thereof, is the Actuarial Equivalent of the
monthly benefit otherwise payable to the Participant under the form of payment described in
paragraph (a).
   9.2 Optional Forms of Payment
  - 25 -




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##### 



(a)
    
    Single Life Annuity. The Participant shall receive a monthly retirement benefit payable for
his lifetime, the last monthly payment being for the month in which his death occurs.(b)
    
    100% Joint and Survivor Annuity.The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs. If the Participants Beneficiary survives him, then commencing with the month
following the month in which the Participants death occurs, his Beneficiary shall receive a
monthly benefit for his or her remaining lifetime equal to the reduced amount payable during the Participants lifetime, the last
monthly payment being for the month in which the Beneficiarys death occurs.(c)
    
    75% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs. If the Participants Beneficiary survives him, then commencing with the month
following the month in which the Participants death occurs, his Beneficiary shall receive a
monthly benefit for his or her remaining lifetime equal to three-quarters of the reduced
amount payable during the Participants lifetime, the last monthly payment being for the month
in which the Beneficiarys death occurs.(d)
    
    50% Joint and Survivor Annuity.The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs. If the Participants Beneficiary survives him, then commencing with the month
following the month in which the Participants death occurs, his Beneficiary shall receive a
monthly benefit for his or her remaining lifetime equal to one-half of the reduced amount
payable during the Participants lifetime, the last monthly payment being for the month in
which the Beneficiarys death occurs.(e)
    
    25% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his death
occurs. If the Participants Beneficiary survives him, then
 - 26 -




---



##### 



(f)
    
    Pop-Up 100% Joint and Survivor Annuity.The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his or her remaining lifetime equal to the reduced amount
payable during the Participants lifetime, the last monthly payment being for the month in
which the Beneficiarys death occurs.
  (c)
    
    Pop-Up 75% Joint and Survivor Annuity. The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his or her remaining lifetime equal to three-quarters of the
reduced amount payable during the Participants lifetime, the last monthly payment being for
the month in which the Beneficiarys death occurs.
  (d)
    
    Pop-Up 50% Joint and Survivor Annuity.The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his or her remaining lifetime equal to one-half of the reduced
amount payable during the Participants lifetime, the last monthly payment being for the month
in which the Beneficiarys death occurs.
  -27-




---



##### 



(e)
    
    Pop-Up 25% Joint and Survivor Annuity. The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his or her remaining lifetime equal to one-quarter of the
reduced amount payable during the Participants lifetime, the last monthly payment being for
the month in which the Beneficiarys death occurs.
  (g)
    
    Ten-Year Certain and Life Annuity. The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants death occurs prior to the end of the ten-year
period commencing with his Annuity Starting Date, his Beneficiary shall receive a continued
monthly benefit equal to such reduced amount for the remainder of such ten-year period. If
the Participants Beneficiary dies after becoming eligible to receive a benefit hereunder, but
prior to the end of the ten-year period, the unpaid monthly benefit shall be paid to the
Beneficiary designated by the Participant to receive payment in such event or, if none, in
accordance with the provisions of Section 9.3. If the Participants Beneficiary dies while
the Participant is living and before 120 payments have been made, the Participant may name
another Beneficiary.
 (h)
    
    Social Security Adjustment Annuity. The Participant shall receive an increased monthly
retirement benefit prior to a specified date, which shall be the first day of the month
following the date the Participant reaches age 62 or age 65, as elected by the Participant,
and a reduced monthly retirement benefit thereafter, so that the adjusted benefit, when
combined with the Primary Insurance Benefits under the Federal Social Security Act expected to
become payable as of such specified date, will produce, as nearly as practicable, a level
monthly income, the last monthly payment being for the month in which the Participants death
occurs.
  -28-




---



##### 



9.3
    
    Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary
   9.4
    
    Notice Regarding Forms of Payment
   -29-




---



##### 



(a)
    
    of his right to consider his form of payment election for a period of at least 30 days
following his receipt of the explanation;(b)
    
    the Participant, after receiving the explanation, affirmatively elects an early Annuity
Starting Date, with his Spouses written consent, if necessary;(c)
    
    the Participants Annuity Starting Date occurs after the date the explanation is provided to
him;(d)
    
    the election period described in Section 9.5 does not end until the later of his Annuity
Starting Date or the expiration of the seven-day period beginning the day after the date the
explanation is provided to him; and(e)
    
    actual payment of the Participants retirement benefit does not begin to the Participant
before such revocation period ends.
 9.5
    
    Election Period
   9.6
    
    Spousal Consent Requirements
  (a)
    
    the Spouse cannot be located,(b)
    
    the Participant is legally separated or has been abandoned within the meaning of local law,
and the Participant has a court order to that effect, or
 -30-




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##### 



(c)
    
    other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder.
   9.7
    
    Death Prior to Annuity Starting Date
  9.8
    
    Effect of Reemployment on Form of Payment
  Article X
 Survivor Benefits
 10.1
    
    Eligibility for Qualified Preretirement Survivor Annuity
  (a)
    
    the Participant has a Spouse; and
 (b)
    
    the Participant has a vested Accrued Benefit.
 -31-




---



##### 



10.2
    
    Amount of Qualified Preretirement Survivor Annuity
  (a)
    
    separated from service on the earlier of his actual separation from service date or his date
of death; and
 (b)
    
    survived to the date as of which payment of the Qualified Preretirement Survivor Annuity to
his surviving Spouse commences; and
 (c)
    
    elected to commence retirement benefits as of the date described in paragraph (b) above in
the form of a 50 percent Qualified Joint and Survivor Annuity; and
 (d)
    
    died on his Annuity Starting Date.
  10.3
    
    Payment of Qualified Preretirement Survivor Annuity
  (a)
    
    if the Participant dies (1) while employed by the Employer and after (i) completing at least
20 years of Service or (ii) completing at least 5 years of Service and reaching age 50 or (2)
while receiving benefits under the LTD Plan and after competing at least 10 years of Service,
the month in which the Participant dies; or
 (b)
    
    if the Participant does not satisfy the requirements of (a), the later of (1) the month in
which the Participant dies or (2) the month in which the Participant would have attained
earliest retirement age (as defined herein) under the Plan.
  -32-




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##### 



Article XI
 General Provisions & Limitations Regarding Benefits
 11.1
    
    Suspension of Benefits for Rehired Retired Participants
  11.2
    
    Exception to Suspension of Benefits Rule
  11.3
    
    Non-Alienation of Retirement Rights or Benefits
  -33-




---



##### 



11.4
    
    Payment of Benefits to Others
  11.5
    
    Payment of Small Benefits; Deemed Cashout
     -34-




---



##### 



11.6
    
    Direct Rollovers
  (a)
    
    An eligible retirement plan means an individual retirement account described in Code
Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity
plan described in Code Section 403(a), a qualified trust described in Code Section 401(a) that
accepts rollovers, an annuity contract described in Code Section 403(b), or an eligible plan
under Code Section 457(b) which is maintained by a state, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from the Plan.
 (b)
    
    An eligible rollover distribution means any distribution of all or any portion of a
Participants Accrued Benefit or a distribution of all or any portion of a survivor benefit
under Article X; provided, however, that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal periodic payments made not
less frequently than annually for the life or life expectancy of the qualified distributee or
the joint lives or joint life expectancies of the qualified distributee and the qualified
distributees designated beneficiary, or for a specified period of ten years or more; and any
distribution to the extent such distribution is required under Code Section 401(a)(9).
 (c)
    
    A qualified distributee means a Participant, his surviving Spouse, his Spouse or former
Spouse who is an alternate payee under a qualified domestic relations order, as defined in
Code Section 414(p), or, on and after January 1, 2008, a Participants non-spouse beneficiary
who is his designated beneficiary within the meaning of Code Section 401(a)(9)(E).
 11.7
    
    Limitations on Commencement
  (a)
    
    the 60th day after the end of the Plan Year in which occurs the Participants Normal
Retirement Date, the tenth anniversary of the date on which he first became a Participant, or
the Participants retirement or other termination of employment, whichever is latest; or
 -35-




---



##### 



(b)
    
    his Required Beginning Date.
   11.8
    
    Post Age 70 1/2 Payments
    11.9
    
    Offset to Accrual After Normal Retirement Date
  -36-




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##### 



Article XII
 Maximum Retirement Benefits
 12.1 Definitions
  Affiliated Employer
 Aggregate Annual Retirement Benefit
 Annual Retirement Benefit
 Applicable Interest Rate
 Applicable Mortality Table
 Compensation
 -37-




---



##### 



Defined Benefit Plan
 Defined Benefit Compensation Limitation
 Defined Benefit Dollar Limitation
 Limitation Year
 Maximum Permissible Benefit
 (a)
    
    If the Participant has fewer than 10 years of participation in the Plan, the
Defined Benefit Dollar Limitation shall be multiplied by a fraction, (i) the numerator
of which is the number of years (or part thereof) of participation in the Plan and (ii)
the denominator of which is 10. In the case of a Participant who has fewer than 10
years of service with the employer, the Defined Benefit Compensation Limitation shall
be multiplied by a fraction, (A) the numerator of which is the number of years (or part
thereof) of service with the employer and (B) the denominator of which is 10.(b)
    
    If the benefit of a Participant begins prior to age 62, the Defined Benefit
Dollar Limitation applicable to the Participant at such earlier age is an annual
benefit
 -38-




---



##### 



(c)
    
    If the benefit of a Participant begins after the Participant attains age 65,
the Defined Benefit Dollar Limitation applicable to the Participant at the later age is
the annual benefit payable in the form of a straight life annuity beginning at the
later age that is actuarially equivalent to the Defined Benefit Dollar Limitation
applicable to the Participant at age 65 (adjusted under (a) above, if required). The
actuarial equivalent of the Defined Benefit Dollar Limitation applicable at an age
after age 65 is determined as (i) the lesser of the actuarial equivalent (at such age)
of the Defined Benefit Dollar Limitation computed using the interest rate and mortality
table (or other tabular factor) specified in the definition of Actuarial Equivalent and
(ii) the actuarial equivalent (at such age) of the Defined Benefit Dollar Limitation
computed using a five percent interest rate assumption and the Applicable Mortality
Table. For these purposes, mortality between age 65 and the age at which benefits
commence shall be ignored.(d)
    
    If (i) the Participants retirement benefit includes contributions made by the
Participant or rollover contributions or (ii) payment is to be made in a form other
than to the Participant for his life only or as a qualified joint and survivor annuity,
the Maximum Permissible Benefit shall be adjusted to an actuarially equivalent amount
determined using the following factors:
 (1)
    
    If such form is not subject to the requirements of Code Section
417(e)(3), the following factors shall be used: (i) the Applicable Mortality
Table and (ii) an interest rate equal to the greater of five percent or the
rate specified in the definition of Actuarial Equivalent for purposes other
than calculating the value of a single sum payment.(2)
    
    If payment is to be made to the Participant in a form that is
subject to the requirements of Code Section 417(e)(3), the following factors
shall be used: (i) the Applicable Mortality Table and (ii) an interest rate
equal to the greater of the Applicable Interest Rate or the rate specified in
the definition of Actuarial Equivalent for purposes other than calculating the
value of a single sum payment. Notwithstanding the foregoing, for
 -39-




---



##### 



12.2 Maximum Limitation on Annual Benefits
  12.3 Manner of Reduction
  Article XIII
 Pension Fund
 13.1 Pension Fund
  13.2 Contributions by the Employers
  -40-




---



##### 



13.3 Expenses of the Plan
  13.4 No Reversion
  (a)
    
    the residual amounts specified in Article XVI may be returned to the Employers;(b)
    
    any contributions which are made under a mistake of fact may be returned to the Employers
within one year after the contributions were made;(c)
    
    any contributions made for years during which the Funding Agreement and Plan were not
initially qualified under Code Sections 401 and 501(a) may be returned to the Employers within
one year after the date of denial of initial qualification, but only if an application for
determination was filed within the period of time prescribed under ERISA Section 403(c)(2)(B);
and(d)
    
    any contributions, which are not, in whole or in part, deductible under Code Section 404 for
the year for which they were made, may to the extent such contributions were not so
deductible, be returned to the Employers within one year after the disallowance of the
deduction.
  -41-




---



##### 



13.5 Forfeitures Not to Increase Benefits
  13.6 Change of Funding Medium
  Article XIV
 Administration
 14.1 Authority of the Sponsor
  (a)
    
    allocate any of the powers, authority, or responsibilities for the operation and
administration of the Plan (other than trustee responsibilities as defined in ERISA Section
405(c)(3)) among named fiduciaries; and(b)
    
    designate a person or persons other than a named fiduciary to carry out any of such powers,
authority, or responsibilities;
  -42-




---



##### 



14.2 Action of the Sponsor
  14.3 Claims Review Procedure
    (a)
    
    the date on which the claimants request was filed with the Administrator; provided that the
date on which the claimants request for review was in fact filed with the Administrator shall
control in the event that the date of the actual filing is later than the date stated by the
claimant pursuant to this paragraph; and(b)
    
    the specific portions of the denial of his claim which the claimant requests the
Administrator to review; and
 -43-




---



##### 



(c)
    
    a statement by the claimant setting forth the basis upon which he believes the Administrator
should reverse its previous denial of his claim for benefits and accept his claim as made; and(d)
    
    any written material (offered as exhibits) which the claimant desires the Administrator to
examine in its consideration of his position as stated pursuant to paragraph (c) of this
Section.
  14.4 Qualified Domestic Relations Orders
  14.5 Indemnification
  14.6 Actions Binding
  -44-




---



##### 



ArticleXV
 Adoption By Other Entities
 15.1 Adoption by Affiliated Companies
  15.2 Effective Plan Provisions
  ArticleXVI
 Amendment & Termination of Plan
 16.1 Sponsors Right of Amendment
  -45-




---



##### 



16.2 Termination of the Plan
  (a)
    
    In the case of benefits payable as an annuity,
 (1)
    
    in the case of the benefit of a Participant or Beneficiary which was in pay
status as of the beginning of the three-year period ending on the termination date of
the Plan, to each such benefit, based on the provisions of the Plan (as in effect
during the five-year period ending on such date) under which such benefit would be the
least; and(2)
    
    in the case of a Participants or Beneficiarys benefit (other than a benefit
described in subparagraph (1) of this paragraph) which would have been in pay status as
of the beginning of such three-year period if the Participant had retired prior to the
beginning of such three-year period and if his benefits had commenced (in the normal
form of annuity under the Plan) as of the beginning of such period, to each such
benefit based on the provisions of the Plan (as in effect during the five-year period
ending on such date) under which such benefit would be the least.
  (b)
    
    Next,
 (1)
    
    to all other benefits, if any, of individuals under the Plan guaranteed under
Title IV of ERISA (determined without regard to ERISA Section 4022B(a)); and(2)
    
    to the additional benefits, if any, which would be determined under
subparagraph (1) of this paragraph if ERISA Section 4022(b)(5) did not apply.
  -46-




---



##### 



(c)
    
    Next, to all nonforfeitable benefits under the Plan.(d)
    
    Last, to all other benefits under the Plan.
  16.3
    
    Adjustment of Allocation
  16.4
    
    Assets Insufficient for Allocation
  16.5
    
    Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2
  (a)
    
    If this Section applies, except as provided in paragraph (b), the assets shall be allocated
to the benefits of individuals described in paragraph (c) of Section 16.2 on the basis of the
benefits of individuals which would have been described in such paragraph under the Plan as in
effect at the beginning of the five-year period ending on the date of termination of the Plan.(b)
    
    If the assets available for allocation under paragraph (a) of this Section are sufficient to
satisfy in full the benefits described in such paragraph (without regard to this paragraph
(b)), then for purposes of paragraph (a), benefits of individuals described in such paragraph
shall be determined on the basis of the Plan as amended by the most recent Plan amendment
effective during such five-year period under which the assets available for allocation are
sufficient to satisfy in full the benefits of individuals described in paragraph (a), and any
assets remaining to be allocated under such
 -47-




---



##### 



paragraph (a) on the basis of the Plan as amended
by the next succeeding Plan amendment effective during such period.
 16.6
    
    Allocations Resulting in Discrimination
  16.7
    
    Residual Assets
  (a)
    
    all liabilities of the Plan to Participants and their beneficiaries have been satisfied; and(b)
    
    the distribution does not contravene any provision of law.
 16.8
    
    Meanings of Terms
  16.9
    
    Payments by the Funding Agent
  16.10
    
    Residual Assets Distributable to the Employers
  -48-




---



##### 



16.11
    
    Withdrawal of an Employer
   Article XVII
 Miscellaneous
 17.1
    
    No Commitment as to Employment
  17.2
    
    Claims of Other Persons
  17.3
    
    Governing Law
  -49-




---



##### 



17.4
    
    Nonforfeitability of Benefits Upon Termination or Partial Termination
  17.5
    
    Merger, Consolidation, or Transfer of Plan Assets
   17.6
    
    Funding Agreement
  17.7
    
    Benefit Offsets for Overpayments
  17.8
    
    Internal Revenue Requirements
  (a)
    
    If the Plan is terminated, the benefit of any Highly Compensated Employee shall be limited to
a benefit that is nondiscriminatory under Code Section 401(a)(4).
 -50-




---



##### 



(b)
    
    The annual payments in any one year to any of the 25 Highly Compensated Employees with the
greatest compensation (hereinafter referred to as a restricted employee) in the current or
any prior year shall not exceed an amount equal to the payments that would be made on behalf
of the restricted employee under (1) a straight life annuity that is the Actuarial Equivalent
of the restricted employees Accrued Benefit and other benefits to which the restricted
employee is entitled under the Plan (other than a Social Security supplement), and (2) the
amount of the payments the restricted employee is entitled to receive under a Social Security
supplement. For purposes of this paragraph, benefit includes, among other benefits, loans
in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income, any
withdrawal values payable to a living employee, and any death benefits not provided for by
insurance on the restricted employees life. The foregoing provisions of this paragraph shall
not apply, however, if:
 (1)
    
    After payment to a restricted employee of all benefits payable to the restricted
employee under the Plan, the value of Plan assets equals or exceeds 110 percent of the
value of current liabilities as defined in Code Section 412(l)(7) (each value being
determined as of the same date in accordance with applicable Treasury Regulations);(2)
    
    The value of the benefits payable under the Plan to or for a restricted employee
is less than one percent of the value of current liabilities before distribution; or(3)
    
    The value of benefits payable under the Plan to or for a restricted employee does
not exceed the amount described in Code Section 411(a)(11)(A).
 17.9
    
    Veterans Reemployment Rights
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Executed
 Sterling Chemicals, Inc.By:
    
    /s/ Richard K. CrumpPrinted Name:
    
    Richard K. CrumpTitle:
    
    President and Chief Executive
Officer
 Important Note
  -52-




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Addendum A
  Section I
 Definitions
 1.1
    
    Definitions
  designated beneficiary
 distribution calendar year
 life expectancy
 required beginning date
 Section II
 General Rules
 2.1
    
    Effective Date
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2.2
    
    Precedence
  2.3
    
    Requirements of Treasury Regulations Incorporated
  2.4
    
    TEFRA Section242(b)(2)Elections
 TEFRA
 Section III
 Time and Manner of Distribution
 3.1
    
    Required Beginning Date
  3.2
    
    Death of Participant Before Distributions Begin
  (a)
    
    If the Participants surviving Spouse is the Participants sole designated beneficiary, then
distributions to the surviving Spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died, or by December 31 of
the calendar year in which the Participant would have attained age 70 1/2, if later.(b)
    
    If the Participants surviving Spouse is not the Participants sole designated beneficiary,
then distributions to the designated beneficiary will begin by December 31 of the calendar
year immediately following the calendar year in which the Participant died.(c)
    
    If there is no designated beneficiary as of September 30 of the year following the year of
the Participants death, the Participants entire interest will be distributed by December 31
of the calendar year containing the fifth anniversary of the Participants death.
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(d)
    
    If the Participants surviving Spouse is the Participants sole designated beneficiary and
the surviving Spouse dies after the Participant but before distributions to the surviving
Spouse begin, this Section 3.2, other than Section 3.2(a), will apply as if the surviving
Spouse were the Participant.
  3.3
    
    Form of Distribution
  Section IV
 Determination of Amount To Be Distributed Each Year
 4.1
    
    General Annuity Requirements
  (a)
    
    the annuity distributions will be paid in periodic payments made at intervals not longer than
one year;(b)
    
    the distribution period will be over a life (or lives) or over a period certain not longer
than the period described in Section V or VI;(c)
    
    once payments have begun over a period certain, the period certain will not be changed even
if the period certain is shorter than the maximum permitted;
 -55-




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(d)
    
    payments will either be nonincreasing or increase only as follows:
 (1)
    
    by an annual percentage increase that does not exceed the annual percentage
increase in a cost-of-living index that is based on prices of all items and issued by
the Bureau of Labor Statistics;(2)
    
    to the extent of the reduction in the amount of the Participants payments to
provide for a survivor benefit upon death, but only if the Beneficiary whose life was
being used to determine the distribution period described in Section V dies or is no
longer the Participants Beneficiary pursuant to a qualified domestic relations order
within the meaning of Code Section 414(p);(3)
    
    to provide cash refunds of accumulated contributions upon the Participants
death; or(4)
    
    to pay increased benefits that result from a Plan amendment.
 4.2
    
    Amount Required to be Distributed by Required Beginning Date
  4.3
    
    Additional Accruals After First Distribution Calendar Year
  Section V
 Requirements For Annuity Distributions  That Commence During Participants Lifetime
 5.1
    
    Joint Life Annuities Where the Beneficiary Is Not the Participants Spouse
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5.2
    
    Period Certain Annuities
  Section VI
 Requirements For Minimum Distributions  Where Participant Dies Before Date Distributions Begin
 6.1
    
    Participant Survived by Designated Beneficiary
  (a)
    
    unless the Annuity Starting Date is before the first distribution calendar year, the life
expectancy of the designated beneficiary determined using the Beneficiarys age as of the
Beneficiarys birthday in the calendar year immediately following the calendar year of the
Participants death; or
 -57-




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##### 



(b)
    
    if the Annuity Starting Date is before the first distribution calendar year, the life
expectancy of the designated beneficiary determined using the Beneficiarys age as of the
Beneficiarys birthday in the calendar year that contains the Annuity Starting Date.
 6.2
    
    No Designated Beneficiary
  6.3
    
    Death of Surviving Spouse Before Distributions to Surviving Spouse Begin
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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
 B-i