**exhbit 99.1****Sterling Chemicals, Inc.****Compensation Committee Charter**Preliminary Statements     Whereas, the Board of Directors (the “*Board*”) of Sterling Chemicals, Inc.(the “*Corporation*”) has heretofore established and designated a standing committee of theBoard known as the Compensation Committee (the “*Committee*”);     Whereas, the Board has heretofore delegated oversight responsibility to the Committeefor significant compensation and related matters; and     Whereas, the Board desires to adopt a Charter for the Compensation Committee;     Now, Therefore, It Is Hereby Resolved that this Compensation Committee Charter (this“*Charter*”) be, and it hereby is, adopted and approved as the Charter of the Committee.Article IPurposes of the Committee     The Committee is authorized to: **•** review and approve corporate goals and objectives relevant to compensation ofthe Chief Executive Officer, evaluate the Chief Executive Officer’s performance inlight of those goals and objectives and determine and approve the Chief ExecutiveOfficer’s compensation level based on this evaluation;  **•** determine and approve the compensation levels for the other executive officersof the Corporation;  **•** make recommendations to the Board with respect to the adoption, amendment ortermination of incentive compensation plans and equity-based plans that are subjectto Board approval;  **•** administer the Corporation’s compensation programs for executive officers(including bonus plans, stock option and other equity-base programs, deferredcompensation plans and other cash or stock incentive programs);
 

 
 **•** review and make recommendations to the Board with respect to other significantemployee benefit programs of the Corporation;  **•** review and approve the Corporation’s annual merit budget;  **•** establish, from time to time, the annual fees to be paid to each director of theCorporation and the fees to be paid to each director of the Corporation inconnection with the attendance by such director at meetings of the Board ofDirectors or committee thereof;  **•** make recommendations to the Board regarding such additional actions related tocompensation matters as the Committee may deem necessary or appropriate; and  **•** carry out such other responsibilities as may be delegated by the Board to theCommittee from time to time.Article IIComposition of the Committee     Section 2.01. Number. The Committee shall consist of a number of directors (not lessthan two) as the Board shall determine from time to time.     Section 2.02. Term; Removal; Vacancies. Each member of the Committee, including itschairman and any alternate members, shall be appointed by the Board, shall serve at the pleasure ofthe Board and may be removed at any time by the Board (with or without cause). The term of eachmember of the Committee shall otherwise be determined in accordance with the Bylaws of theCorporation. The Board shall have the power at any time to fill vacancies in the Committee, tochange the membership of the Committee or to dissolve the Committee.     Section 2.03. Member Requirements. Each Committee member shall satisfy the followingrequirements, together with any additional requirements required after the date of this Charterunder applicable law or the rules of any stock exchange or quotation system on which the securitiesof the Corporation are listed or quoted, both at the time of the director’s appointment andthroughout his or her term as a member of the Committee:     (a) Each member of the Committee shall be independent of management and be free from anyrelationship that, in the opinion of the Board, would interfere with the exercise of theindependent judgment of such member of the Committee.     (b) Each member of the Committee shall have, in the opinion of the Board and in theopinion of each member of the Committee, sufficient time available to devote reasonableattention to the responsibilities of the Committee.
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Article IIIMeetings of the Committee     Section 3.01. Frequency. The Committee shall meet at least once during each fiscalyear of the Corporation. Additional meetings of the Committee may be scheduled as considerednecessary by the Committee, its chairman or at the request of the Chief Executive Officer of theCorporation.     Section 3.02. Calling Meetings. Meetings of the Committee may be called at any timeby the Board or by any member of the Committee. The chairman of the Committee may call a meetingof the Committee at the request of the Chief Executive Officer. In addition, any internal orexternal auditor, accountant or attorney may, at any time, request a meeting with the Committee orthe chairman of the Committee, with or without management attendance.     Section 3.03. Agendas. The chairman of the Committee shall be responsible forpreparing an agenda for each meeting of the Committee. The chairman will seek the participation ofmanagement and key advisors in the preparation of agendas.     Section 3.04. Expectations and Information Needs. The Committee should communicateits expectations and the nature, timing and extent of information it requires to management. Tothe extent practicable, written materials should be provided to the Committee by management atleast one week in advance of any meeting of the Committee at which such materials will bediscussed.     Section 3.05. Attendees. The Committee may request members of management, internalauditors (if any), external auditors, accountants, attorneys and such other experts as it may deemadvisable to attend any meeting of the Committee. The Committee may also, subject to applicablelaw and the Corporation’s Certificate of Incorporation and Bylaws, exclude from its meetings anyperson it deems appropriate in order to carry out its responsibilities.     Section 3.06. Quorum; Required Vote. At all meetings of the Committee, the number ofmembers of the Committee necessary and sufficient to constitute a quorum for the transaction ofbusiness shall be determined in accordance with the Bylaws of the Corporation. If a quorum shallnot be present at any meeting of the Committee, the members of the Committee present thereat mayadjourn the meeting from time to time (without notice other than announcement at the meeting) untila quorum shall be present. A meeting of the Committee at which a quorum is initially present maycontinue to transact business notwithstanding the withdrawal of any member; *provided, however*, thatno action of the remaining members of the Committee shall constitute the act of the Committeeunless the action is approved by at least a majority of the required quorum for the meeting or suchgreater number of members of the Committee as shall be required by applicable law or theCertificate of Incorporation or Bylaws of the Corporation. The act of a majority of the members ofthe Committee present at any meeting of the Committee at which there is a quorum shall be the actof the Committee unless by express provision of law or the Certificate of Incorporation or Bylawsof the Corporation a different vote is required, in which case such express provision shall governand control.
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     Section 3.07. Rules of Procedure and Minutes. The Committee may adopt and establishits own rules of procedure; *provided, however*, that such rules of procedure are not inconsistentwith the Certificate of Incorporation or Bylaws of the Corporation or with any specific directionas to the conduct of its affairs as shall have been given by the Board. The Committee shall keepregular minutes of its proceedings and report the same to the Board when requested.Article IVReporting; Reviews     Each year, the Committee shall prepare a compensation committee report as required by theSecurities and Exchange Commission (the “*SEC*”) to be included in the Corporation’s annualproxy statement or annual report on Form 10-K filed with the SEC, which report shall indicate (a)whether Committee reviewed the Compensation Discussion and Analysis included in such proxystatement or annual report on Form 10-K, (b) whether the Committee met and held discussions withthe Corporation’s management with respect to such Compensation Discussion and Analysis and (c)whether the Committee recommended to the Board that such Compensation Discussion and Analysis beincluded in such proxy statement or annual report on Form 10-K. The Committee, through itschairman, shall periodically report to the Board on the activities of the Committee. At least onceduring each fiscal year of the Corporation, the Committee’s report to the Board shall include aperformance evaluation of the Committee and a review and assessment of the Committee’s compliancewith, and the adequacy of, this Charter. The Committee shall review and assess the adequacy ofthis Charter annually and from time to time make recommendations to the Board with respect to anyimprovements to this Charter that the Committee may deem necessary or appropriate.Article VAuthority to Engage Advisors     Section 5.01. Authority to Investigate and Engage Advisors. The Committee shall havethe power and authority, without approval of the Board, to investigate any matter within itsauthority that is brought to its attention and to engage and terminate independent counsel,consultants and other advisors as it determines necessary or appropriate to carry out its duties orexercise its powers.     Section 5.02. Engagement Fees; Funding. The Committee shall have the power andauthority, without approval of the Board, to approve the fees and other retention terms of anyindependent counsel, consultants or other advisors retained by the Committee and determineappropriate funding (which shall be provided by the Corporation) for the payment of compensation tosuch independent counsel, consultants or other advisors.
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Article VIAdditional Powers; Limitations on Powers     Section 6.01. Additional Powers. The Committee is authorized, in the name and onbehalf of the Corporation, and at the expense of the Corporation, to take or cause to be taken anyand all such actions as the Committee shall deem appropriate or necessary to carry out itsresponsibilities or exercise its powers under this Charter.     Section 6.02. Limitations on Powers, Authority and Duties. The Committee shall nothave or assume any powers, authority or duties vested in the Board which, under applicable law orany provision of the Certificate of Incorporation or the Bylaws of the Corporation, may not bedelegated to a committee of the Board. The grant of authority to the Committee contained in thisCharter may be modified from time to time or revoked at any time by the Board in its solediscretion.
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