##### 



Sterling Chemicals, Inc.
 Amended And Restated  Salaried Employees Pension Plan
  Effective as of January 1, 2006




---



##### 



Amended And Restated  Salaried Employees Pension Plan
 Table of Contents
 Preamble
    
    
    1ArticleI  Definitions
    
    
    11.1
    
    Plan Definitions
    
    
    11.2
    
    Construction
    
    
    12Article II- Hours of Service
    
    
    122.1
    
    Crediting of Hours of Service
    
    
    122.2
    
    Hours of Service Equivalencies
    
    
    122.3
    
    Determination of Non-Duty Hours of Service
    
    
    162.4
    
    Allocation of Hours of Service to Service Computation Periods
    
    
    152.5
    
    Department of Labor Rules
    
    
    15ArticleIII  Service & Credited Service
    
    
    163.1
    
    Service and Credited Service
    
    
    163.2
    
    Transfers
    
    
    183.3
    
    Retirement or Termination and Reemployment
    
    
    183.4
    
    Finality of Determinations
    
    
    19ArticleIV  Eligibility For Participation
    
    
    234.1
    
    Participation
    
    
    204.2
    
    Termination of Participation
    
    
    204.3
    
    Finality of Determinations
    
    
    20ArticleV  Normal Retirement
    
    
    215.1
    
    Eligibility
    
    
    205.2
    
    Amount
    
    
    215.3
    
    401(a)(17) Fresh Start Adjustments
    
    
    225.4
    
    Special Calculation For Participants Who Transferred From The Hourly Plan
    
    
    255.5
    
    Special Calculation For Participants Who Transferred From A Canadian Affiliate
    
    
    265.6
    
    Adjustment to Normal Retirement Benefit for Employment After Normal  Retirement Date
    
    
    265.7
    
    Payment
    
    
    24
 -i-




---



##### 



ArticleVI  Early Retirement
    
    
    246.1
    
    Eligibility
    
    
    246.2
    
    Amount
    
    
    246.3
    
    Payment
    
    
    25ArticleVII  Vested Rights
    
    
    267.1
    
    Vesting
    
    
    257.2
    
    Eligibility for Deferred Vested Retirement Benefit
    
    
    267.3
    
    Amount of Deferred Vested Retirement Benefit
    
    
    267.4
    
    Payment
    
    
    267.5
    
    Election of Former Vesting Schedule
    
    
    26ArticleVIII  Disability
    
    
    278.1
    
    Eligibility for Disability Benefit
    
    
    278.2
    
    Disability Retirement
    
    
    278.3
    
    Disability Accrual
    
    
    28ArticleIX  Forms of Payment
    
    
    299.1
    
    Normal Form of Payment
    
    
    289.2
    
    Optional Forms of Payment
    
    
    299.3
    
    Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary
    
    
    389.4
    
    Notice Regarding Forms of Payment
    
    
    339.5
    
    Election Period
    
    
    349.6
    
    Spousal Consent Requirements
    
    
    349.7
    
    Death Prior to Annuity Starting Date
    
    
    359.8
    
    Effect of Reemployment on Form of Payment
    
    
    35ArticleX  Survivor Benefits
    
    
    3610.1
    
    Eligibility for Qualified Preretirement Survivor Annuity
    
    
    3510.2
    
    Amount of Qualified Preretirement Survivor Annuity
    
    
    3510.3
    
    Payment of Qualified Preretirement Survivor Annuity
    
    
    36ArticleXI  General Provisions & Limitations
    
    
    3811.1
    
    Suspension of Benefits
    
    
    3711.2
    
    Exception to Suspension of Benefits Rule
    
    
    3711.3
    
    Non-Alienation of Retirement Rights or Benefits
    
    
    3711.4
    
    Payment of Benefits to Others
    
    
    3811.5
    
    Payment of Small Benefits; Deemed Cashout
    
    
    3811.6
    
    Direct Rollovers
    
    
    39
 -ii-




---



##### 



11.7
    
    Limitations on Commencement
    
    
    3911.8
    
    Post Age 70 1/2 Payments
    
    
    4011.9
    
    Offset to Accrual After Normal Retirement Date
    
    
    41ArticleXII  Maximum Retirement Benefits
    
    
    4212.1
    
    Definitions
    
    
    4112.2
    
    Maximum Limitation on Annual Benefits
    
    
    4512.3
    
    Manner of Reduction
    
    
    45ArticleXIII  Pension Fund
    
    
    4613.1
    
    Pension Fund
    
    
    4513.2
    
    Contributions by the Employers
    
    
    4513.3
    
    Expenses of the Plan
    
    
    4613.4
    
    No Reversion
    
    
    4613.5
    
    Forfeitures Not to Increase Benefits
    
    
    4713.6
    
    Change of Funding Medium
    
    
    47ArticleXIV  Administration
    
    
    4814.1
    
    Authority of the Sponsor
    
    
    4714.2
    
    Action of the Sponsor
    
    
    4814.3
    
    Claims Review Procedure
    
    
    4814.4
    
    Qualified Domestic Relations Orders
    
    
    4914.5
    
    Indemnification
    
    
    4914.6
    
    Actions Binding
    
    
    49ArticleXV  Adoption By Other Entities
    
    
    5115.1
    
    Adoption by Affiliated Companies
    
    
    5015.2
    
    Effective Plan Provisions
    
    
    50Article XVI  Amendment & Termination of Plan
    
    
    5116.1
    
    Sponsors Right of Amendment
    
    
    5016.2
    
    Termination of the Plan
    
    
    5116.3
    
    Adjustment of Allocation
    
    
    5216.4
    
    Assets Insufficient for Allocation
    
    
    5216.5
    
    Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2
    
    
    5216.6
    
    Allocations Resulting in Discrimination
    
    
    5316.7
    
    Residual Assets
    
    
    5316.8
    
    Meanings of Terms
    
    
    5316.9
    
    Payments by the Funding Agent
    
    
    5316.10
    
    Residual Assets Distributable to the Employers
    
    
    5316.11
    
    Withdrawal of an Employer
    
    
    54
 -iii-




---



##### 



ArticleXVII  Miscellaneous
    
    
    5517.1
    
    No Commitment as to Employment
    
    
    5417.2
    
    Claims of Other Persons
    
    
    5417.3
    
    Governing Law
    
    
    5417.4
    
    Nonforfeitability of Benefits Upon Termination or Partial Termination
    
    
    5517.5
    
    Merger, Consolidation, or Transfer of Plan Assets
    
    
    5517.6
    
    Funding Agreement
    
    
    5517.7
    
    Benefit Offsets for Overpayments
    
    
    5517.8
    
    Internal Revenue Requirements
    
    
    5517.9
    
    Overall Permitted Disparity Limits
    
    
    5617.10
    
    Veterans Reemployment Rights
    
    
    57ArticleXVIII  Top-Heavy Provisions
    
    
    5818.1
    
    Top-Heavy Plan Definitions
    
    
    5718.2
    
    Applicability of Top-Heavy Plan Provisions
    
    
    5918.3
    
    Top-Heavy Vesting
    
    
    5918.4
    
    Minimum Top-Heavy Benefit
    
    
    60AddendumA
    
    
    62SectionI  Definitions
    
    
    621.1
    
    Definitions
    
    
    62SectionII  General Rules
    
    
    632.1
    
    Effective Date
    
    
    622.2
    
    Precedence
    
    
    632.3
    
    Requirements of Treasury Regulations Incorporated
    
    
    632.4
    
    TEFRA Section 242(b)(2) Elections
    
    
    63SectionIII  Time and Manner of Distribution
    
    
    643.1
    
    Required Beginning Date
    
    
    633.2
    
    Death of Participant Before Distributions Begin
    
    
    633.3
    
    Form of Distribution
    
    
    64SectionIV  Determination of Amount To Be Distributed Each Year
    
    
    654.1
    
    General Annuity Requirements
    
    
    644.2
    
    Amount Required to be Distributed by Required Beginning Date
    
    
    654.3
    
    Additional Accruals After First Distribution Calendar Year
    
    
    65
 -iv-




---



##### 



SectionV  Requirements For Annuity Distributions That Commence During Participants Lifetime
    
    
    675.1
    
    Joint Life Annuities Where the Beneficiary Is Not the Participants Spouse
    
    
    665.2
    
    Period Certain Annuities
    
    
    66SectionVI  Requirements For Minimum Distribiutions Where Participant Dies Before Date Distributions Begin
    
    
    686.1
    
    Participant Survived by Designated Beneficiary
    
    
    676.2
    
    No Designated Beneficiary
    
    
    676.3
    
    Death of Surviving Spouse Before Distributions to Surviving Spouse Begin
    
    
    67
 -v-




---



##### 



Preamble
    Article I
 Definitions
 1.1 Plan Definitions
  Accrued Benefit
 Actuarial Equivalent




---



##### 



Actuary
 Administrator
 Affiliated Company
 Annuity Starting Date
  -2-




---



##### 



not
 Average Monthly Earnings
 (1)
    
    his monthly Earnings during the 36 months immediately preceding the earlier of:
 (a)
    
    the date the Participants employment terminates (or the
Participants period of employment, if shorter); or(b)
    
    January 1, 2005; or
 (2)
    
    his highest average Earnings received for any three consecutive 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, 2005.
     Beneficiary
 Break in Service
 -3-




---



##### 



Code
 Covered Compensation
 (1)
    
    For calendar years within the 35-year period, the taxable wage base in effect
for future calendar years shall be assumed to be the same as the taxable wage base in
effect as of the beginning of the Plan Year in which the determination is being made.(2)
    
    For calendar years after the 35-year period ends, a Participants Covered
Compensation means his Covered Compensation for the Plan Year in which the 35-year
period ends.(3)
    
    For calendar years before the 35-year period begins, a Participants Covered
Compensation means the taxable wage base in effect as of the beginning of the Plan Year
in which the determination is being made.
   Credited Service
 Designated Non-U.S. Citizen Foreign Service Employee
 -4-




---



##### 



(1)
    
    He is not a Citizen or Resident (as defined in Code Section 7701(b)) of the
United States of America; and(2)
    
    He is not covered by or participating in any funded plan of deferred
compensation maintained or otherwise provided by any party other than the Employer and
its subsidiaries with respect to the remuneration paid to him by such Foreign
Subsidiary or Foreign Operating Subsidiary; and(3)
    
    He is on international assignment from the Employer and is employed at a
location outside the United States; and(4)
    
    He has been designated by the Employer or its delegate as a Designated Non-U.S.
Citizen Foreign Service Employee.
  Disabled
 Disability Accrual
 Disability Retirement Benefit
 Early Retirement Date
 Earnings
 -5-




---



##### 



Earnings Computation Period
 Employee
  (1)
    
    any nonresident alien who does not receive United States source income;(2)
    
    any person covered by a collective bargaining agreement between employee
representatives and the Employer, unless the collective bargaining agreement
specifically provides for participation in the Plan;(3)
    
    any temporary worker who is engaged through or employed by a temporary or
leasing agency; or
 -6-




---



##### 



(4)
    
    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
 Foreign Operating Subsidiary
   -7-




---



##### 



Foreign Subsidiary
 Funding Agent
 Funding Agreement
 Highly Compensated Employee
  -8-




---



##### 



(1)
    
    An employees compensation means compensation as defined in Code Section
415(c)(3) and regulations issued thereunder.(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
 Plan
 -9-




---



##### 



Plan Year
 Prior Albright & Wilson Participant
 Prior Monsanto Participant
 Qualified Joint and Survivor Annuity
 Qualified Preretirement Survivor Annuity
 Required Beginning Date
 Service
 Service Computation Period
  -10-




---



##### 



Sponsor
 Spouse
 Standard Work Week
 Standard Work Year
 Subsidiary
  U.S. Citizen Foreign Service Employee
 (1)
    
    He is a Citizen or Resident (as defined in Code Section 7701(b)) of the United
States of America; and(2)
    
    He is not covered by or participating in any funded plan of deferred
compensation maintained or otherwise provided by any party other than the Employer (or
where the requisite stock ownership of a Foreign Subsidiary or a Foreign Operating
Subsidiary is owned by another Employer, such other Employer) with respect to the
remuneration paid to him by such Foreign Subsidiary or Foreign Operating Subsidiary;
and(3)
    
    If he is an employee of a Foreign Subsidiary, the Employer (or where the
requisite stock ownership of a Foreign Subsidiary or a Foreign Operating Subsidiary is
owned by another Employer, such other Employer) has entered into an agreement with the
Secretary of the Treasury or his delegate under Code Section 3121(l) which applies to
the Foreign Subsidiary of which he is an employee; and(4)
    
    He is on international assignment from the Employer (or where the requisite
stock ownership of a Foreign Subsidiary or a Foreign Operating Subsidiary is owned by
another Employer, such other Employer).
 -11-




---



##### 



1.2 Construction
  Article II
 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 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
 -12-




---



##### 



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 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 disability for which he is eligible for or
receiving disability benefits under his Employers long term disability 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 such long term disability benefits.(f)
    
    Solely for purposes of determining his Service under the Plan, 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 of no more than two years, provided that he
returns to work at the end of such leave.(g)
    
    Solely for purposes of determining his Service under the Plan, 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 temporary layoff, provided that he returns to active employment when recalled.(h)
    
    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.(i)
    
    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
 -13-




---



##### 



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
  (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.
 -14-




---



##### 



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.(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
  -15-




---



##### 



Article III
 Service & Credited Service
 3.1 Service
  (a)
    
    For periods on and after October 1, 1993, with the exception of the period 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 the greater of:
 (1)
    
    1,000 Hours of Service; or(2)
    
    the Hours of Service in the Participants Standard Work Year.
 (b)
    
    A Participant who has at least 1 Hour of Service in the Service Computation Period that began
on October 1, 1995 and ended on December 31, 1996 shall be credited with a year of Service for
such Service Computation Period.(c)
    
    A Participant who meets the requirements of Section 8.1, entitled Eligibility for Disability
Benefits who has not elected Disability Retirement in accordance with Section 8.2 will
continue to accrue Service while eligible for benefits under the Employers LTD Plan, in
accordance with Section 8.3.(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.(f)
    
    For Prior Albright & Wilson Participants, Service is credited on August 1, 1992 in an amount
that is not less than the Service credited to the Participant under the Tenneco, Inc.
Retirement Plan as of August 1, 1992.
 -16-




---



##### 



(g)
    
    For Participants who were employees of Cytec Industries, Inc., who became employees of
Sterling Fibers, Inc. on January 31, 1997, Service is credited on January 31, 1997 in an
amount that is not less than the Service credited to the Participant under the Cytec Salaried
and Nonbargaining Employees Retirement Plan as of January 31, 1997.
 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 period 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
the number of Hours of Service in the Participants Standard Work Year (not less than 1,000
Hours of Service).If the Participant is credited with fewer than the number of Hours of Service in the
Participants Standard Work Year for a Service Computation Period, 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 the number of Hours of Service in the Participants Standard Work Year.(b)
    
    For the Service Computation Period that began on October 1, 1995 and ended on December 31,
1996, 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 the number of Hours of Service in the Participants Standard Work Year.(c)
    
    A Participant who meets the requirements of Section 8.1, entitled Eligibility for Disability
Benefits who has not elected Disability Retirement in accordance with Section 8.2 will
continue to accrue Credited Service while eligible for benefits under the Employers LTD Plan,
in accordance with Section 8.3, at the rate of 190 Hours of Service per month.(d)
    
    Effective on and after November 1, 1998, a Participant who is involuntarily terminated (other
than for cause) as part of a formal reduction in force or layoff program, who is between the
ages of 54 and 55 at the time of such involuntary termination will continue to accrue Credited
Service until he reaches age 55, at the rate of 190 Hours of Service per month; provided no
duplication of benefits exist due to any other credit given for such period.
 -17-




---



##### 



(e)
    
    For periods prior to October 1, 1993, Service was credited in accordance with the provisions
of the Plan as constituted prior to such date.(f)
    
    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.(g)
    
    For Prior Albright & Wilson Participants, Credited Service is credited on August 1, 1992 in
an amount that is not less than the Credited Service credited to the Participant under the
Tenneco, Inc. Retirement Plan as of August 1, 1992.(h)
    
    For Participants who were employees of Cytec Industries, Inc., who became employees of
Sterling Fibers, Inc. on January 31, 1997, no Credited Service is granted prior to January 31,
1997.
 3.3 Transfers
   (a)
    
    Any person who transfers or retransfers to employment with an Employer as an Employee
directly from other employment (i) with an Employer in a capacity other than as an Employee or
(ii) with any other Affiliated Company, shall be credited with 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 (i) with an Employer in a capacity other than as an Employee or (ii) with any other
Affiliated Company, 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 or any other
Affiliated Company, 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 for
such other employment as if such other employment were employment with an Employer as an
Employee.
 3.4 Retirement or Termination and Reemployment
  -18-




---



##### 



(a)
    
    he was eligible for any retirement benefit at the time of his previous retirement or other
termination of employment; or(b)
    
    he terminated his employment before satisfying the conditions of eligibility for any
retirement benefit under the Plan and either (i) 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 (ii)
the number of his consecutive one-year Breaks in Service is less than five; or(c)
    
    his Break in Service was the result of a layoff; or(d)
    
    his Break in Service was a result of a 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.
   3.5 Finality of Determinations
  -19-




---



##### 



Article IV
 Eligibility For Participation
 4.1 Participation
     4.2 Termination of Participation
  4.3 Finality of Determinations
  Article V
 Normal Retirement
 5.1 Eligibility
  -20-




---



##### 



5.2 Amount
   (a)
    
    For any Participant who is a Prior Monsanto Participant, employed by Monsanto prior to April
1, 1986:1.4 percent of the Participants Average Monthly Earnings multiplied by his number of years
and partial years of Credited Service at retirement.(b)
    
    For all other Participants, the sum of (1) and (2):
 (1)
    
    1.2 percent of the Participants Average Monthly Earnings multiplied by his
number of years and partial years of Credited Service at retirement plus(2)
    
    If the Participant retires or otherwise terminates employment on or after April
1, 1999, 0.45 percent of the Participants Average Monthly Earnings in excess of
Covered Compensation multiplied by his number of years and partial years of Credited
Service at retirement not in excess of 35 years.
 (c)
    
    For any Participant hired prior to June 1, 1996, a minimum benefit equal to the following:
 (1)
    
    If the Participant retires or otherwise terminates employment prior to January
1, 1991, $30 multiplied by his years and partial years of Credited Service.(2)
    
    If the Participant retires or otherwise terminates employment on or after
January 1, 1991, $35 multiplied by his years and partial years of Credited Service.
   -21-




---



##### 



5.3 401(a)(17) Fresh Start Adjustments
  5.4 Special Calculation For Participants Who Transferred From The Hourly 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 Hourly Plan, calculated using only
the Credited Service earned under the Hourly Plan, and the formula in effect in the
Hourly Plan at the time he ceased to be a participant in the Hourly Plan.
 5.5 Special Calculation For Participants Who Transferred From A Canadian Affiliate
  (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):
 -22-




---



##### 



(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 Canadian plan, calculated using
only the Credited Service earned under the Canadian plan, and the formula in effect in
the Canadian plan at the time he ceased to be a participant in the Canadian plan.
 5.6 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
January 1, 2005); or(2)
    
    the Participants Accrued Benefit as of his Normal Retirement Date (taking into
account that benefits under the Plan are frozen effective January 1, 2005), 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).
 (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).
  -23-




---



##### 



5.7 Payment
  Article VI
 Early Retirement
 6.1 Eligibility
    6.2 Amount
  -24-




---



##### 



(a)
    
    the Participant is retiring directly from active employment and the sum of a Participants
age and years of Service equals or exceeds 80 prior to his retirement; or(b)
    
    the Participant earned Credited Service after he became a Participant in the Plan and his
termination of employment is a result of a reduction in workforce and, after his involuntary
termination, the sum of his age and years of Service reaches or exceeds 80.
  6.3 Early Retirement Supplement
  6.4 Payment
  Article VII
 Vested Rights
 7.1 Vesting
  (a)
    
    employed by an Employer or an Affiliated Company on his Normal Retirement Date, regardless of
whether he has completed the number of years of Service required under the schedule for 100
percent vesting; or
 -25-




---



##### 



(b)
    
    a Participant who terminated employment with Sterling Fibers, Inc. between September 18, 2000
and May 20, 2001; or(c)
    
    a Participant on the active payroll of Sterling Fibers, Inc., Sterling Pulp Chemicals US,
Inc. or Sterling Pulp Chemicals Inc. on the date such Subsidiaries on December 19, 2002 and
ceased to be Subsidiaries of the Employer.
 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
  -26-




---



##### 



Article VIII
 Disability
 8.1 Eligibility for Disability Benefit
  8.2 Disability Retirement
 (a)
    
    Disability Retirement EligibilityEach Participant who meets the requirements of Section 8.1 and who has met one of the
following requirements is eligible to elect payment of a Disability Retirement Benefit:
 (1)
    
    the Participant has elected in writing, in accordance with procedures
established under the LTD Plan, not to receive any payments from the LTD Plan; or(2)
    
    the Participant has elected to stop payments he is receiving from the LTD Plan,
in order to receive Disability Retirement Benefit, instead.
 (b)
    
    Disability Retirement Amount
 (1)
    
    An eligible Participants monthly Disability Retirement Benefit shall be equal
to his Accrued Benefit on the date his Disability Retirement Benefit commences, taking
into account any Credited Service credited to the Participant for any period prior to
his Normal Retirement Date during which he is receiving benefits under the LTD Plan
prior to the cessation of LTD payments, adjusted actuarially for early retirement and,
if applicable, form of payment.(2)
    
    In addition to the amount payable under item (1), a supplement will be paid to
the Participant starting on the Annuity Starting Date of his disability retirement and
ending on the first day of the month following the earliest of the date he ceases to
 -27-




---



##### 



be
Disabled, his Normal Retirement Date or his date of death. The amount of the
supplement will be the amount his Accrued Benefit was reduced due to actuarial
adjustment for early retirement and, if applicable, form of payment.
 (c)
    
    Disability Retirement PaymentA monthly Disability Retirement Benefit shall be paid to an eligible Participant commencing
as of the first day of the month following the later of:
 (1)
    
    the month in which he terminates employment; or(2)
    
    the last calendar month in which benefits under the LTD Plan are payable.
 8.3 Disability Accrual
  (1)
    
    the first day of the month after he ceases to meet the requirements of Section
8.1; or(2)
    
    the first day of the month after he elects, in writing to cease his LTD Plan
payments in order to elect Disability Retirement benefits; or(3)
    
    the date of his death; or(4)
    
    his Normal Retirement Date.
 Article IX
 Forms of Payment
 9.1 Normal Form of Payment
  (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.
 -28-




---



##### 



(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
   -29-




---



##### 



(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 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.(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
 -30-




---



##### 



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.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the remainder of his or
her remaining lifetime equal to the amount that would be payable under a Single Life
Annuity, the last monthly payment being for the month in which the Participant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.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the remainder of his or
her remaining lifetime equal to the amount that would be payable under a Single Life
Annuity, the last monthly payment being for the month in which the Participant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.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the remainder of his or
her remaining lifetime equal to the amount that would be payable under a Single Life
Annuity, the last monthly payment being for the month in which the Participants death
occurs.(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
 -31-




---



##### 



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.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the remainder of his or
her remaining lifetime equal to the amount that would be payable under a Single Life
Annuity, the last monthly payment being for the month in which the Participant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.The Participant may elect the Social Security Adjustment Annuity in conjunction with the
Single Life Annuity optional form of payment, one of the Joint and Survivor Annuity optional
forms of payment or in conjunction with Ten-Year Certain and Life Annuity optional form of
payment. The Participants shall receive a reduced monthly retirement benefit in accordance
with the Joint and Survivor or Certain and Life Annuity option, in addition to the
adjustment for Social Security described in the previous paragraph.The Social Security Adjustment Annuity is not available in conjunction with any of the
Pop-Up Joint and Survivor optional forms of payment.
  -32-




---



##### 



9.3 Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary
   9.4 Notice Regarding Forms of Payment
   (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;
 -33-




---



##### 



(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(c)
    
    other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder.
  -34-




---



##### 



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.
 10.2 Amount of Qualified Preretirement Survivor Annuity
  -35-




---



##### 



(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)
    
    the month in which the Participant dies; or(b)
    
    the earliest of (1), (2), (3) or (4):
 (1)
    
    the month in which the Participant would have attained earliest retirement age
(as defined herein) under the Plan; or(2)
    
    the month the Participant completed 20 years of Service while employed; or(3)
    
    the month the Participant completes 5 years of Service while employed after
reaching age 50; or(4)
    
    if the Participant meets the requirements for Disability Accrual under Section
8.3, the month after reaching age 55.
   -36-




---



##### 



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
  -37-




---



##### 



11.4 Payment of Benefits to Others
  11.5 Payment of Small Benefits; Deemed Cashout
     -38-




---



##### 



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), or a qualified trust described in Code
Section 401(a) that accepts rollovers; provided, however, that, in the case of a direct
rollover by a surviving Spouse, an eligible retirement plan does not include a qualified
trust described in Code Section 401(a). An eligible retirement plan shall also mean an
annuity contract described in Code Section 403(b) and 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. The definition of
eligible retirement plan shall also apply in the case of a distribution to a surviving
spouse, or to a spouse or former spouse who is the alternate payee under a qualified
domestic relation order, as defined in Code Section 414(p).
 (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, or his Spouse or former
Spouse who is an alternate payee under a qualified domestic relations order, as defined in
Code Section 414(p).
 11.7 Limitations on Commencement
  -39-




---



##### 



(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(b)
    
    his Required Beginning Date.
    11.8 Post Age 70 1/2 Payments
    -40-




---



##### 



11.9 Offset to Accrual After Normal Retirement Date
  Article XII
 Maximum Retirement Benefits
 12.1 Definitions
  Affiliated Employer
 Aggregate Annual Retirement Benefit
 Annual Retirement Benefit
 -41-




---



##### 



(a)
    
    If (i) the Participants retirement benefit includes contributions made by the
Participant or rollover contributions (as described above) 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, and such form is not subject to the requirements of Code Section
417(e)(3), the following factors shall be used: (A) the Applicable Mortality Table and
(B) an interest rate equal to the greater of five percent or the interest rate
otherwise used under the Plan for purposes of determining whether optional
forms are an Actuarial Equivalent not subject to the requirements of Code Section
417(e)(3).
 (b)
    
    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 interest rate otherwise used under the Plan for
purposes of determining whether such optional form is an Actuarial Equivalent.
Notwithstanding the foregoing, for Plan Years beginning in 2004 and 2005, 5.5 percent
shall be substituted for the Applicable Interest Rate in (ii) above; provided, however,
that for a Participant receiving a distribution after December 31, 2003 and before
January 1, 2005, such substitution shall not reduce the benefit payable to the
Participant below the amount determined using the Applicable Interest Rate in effect as
of the last day of the last Plan Year beginning before January 1, 2004.(c)
    
    If payment is to be made to the Participant beginning before the Participant
attains age 62, 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 interest
rate otherwise used under the Plan for purposes of determining whether optional forms
are an Actuarial Equivalent not subject to the requirements of Code Section 417(e)(3).(d)
    
    If payment is to be made to the Participant beginning after the Participant
attains age 65, the following factors shall be used: (i) the Applicable Mortality
Table and (ii) an interest rate equal to the lesser of five percent or the interest
rate otherwise used under the Plan for purposes of determining whether optional forms
are an Actuarial Equivalent not subject to the requirements of Code Section 417(e)(3).
 Applicable Interest Rate
 -42-




---



##### 



Applicable Mortality Table
 Compensation
 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
 -43-




---



##### 



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 payable in the form of a straight life annuity beginning at the earlier age
that is the actuarial equivalent of the Defined Benefit Dollar Limitation applicable to
the Participant at age 62 (adjusted under (a) above, if required). The Defined Benefit
Dollar Limitation applicable at an age prior to age 62 is determined as the lesser of
(i) 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 and the Applicable Mortality Table. Any decrease in the
Defined Benefit Dollar Limitation determined in accordance with this paragraph (b)
shall not reflect a mortality decrement if benefits are not forfeited upon the death
of the Participant. If any benefits are forfeited upon death, the full mortality
decrement is taken into account.(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 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
 -44-




---



##### 



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 Limitation
Years beginning in 2004 or 2005, 5.5% shall be substituted for the Applicable
Interest Rate in the preceding sentence.
 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
  -45-




---



##### 



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.
  -46-




---



##### 



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;
  -47-




---



##### 



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(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
 -48-




---



##### 



(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
  -49-




---



##### 



Article XV
 Adoption By Other Entities
 15.1 Adoption by Affiliated Companies
  15.2 Effective Plan Provisions
  Article XVI
 Amendment & Termination of Plan
 16.1 Sponsors Right of Amendment
  -50-




---



##### 



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.
  -51-




---



##### 



(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
 -52-




---



##### 



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
  -53-




---



##### 



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
  -54-




---



##### 



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).
 -55-




---



##### 



(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 toreceive 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 Overall Permitted Disparity Limits
   -56-




---



##### 



17.10 Veterans Reemployment Rights
  Article XVIII
 Top-Heavy Provisions
 18.1 Top-Heavy Plan Definitions
  (a)
    
    The compensation of an Employee means compensation as defined in Code Section 415 and
regulations issued thereunder. In no event, however, shall the compensation of a Participant
taken into account under the Plan for any Plan Year exceed (1) $200,000 for Plan Years
beginning prior to January 1, 1994, or (2) $150,000 for Plan Years beginning on or after
January 1, 1994. The limitations set forth in the preceding sentence shall be subject to
adjustment annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d);
provided, however, that the dollar increase in effect on January 1 of any calendar year, if
any, is effective for Plan Years beginning in such calendar year.(b)
    
    The determination date with respect to any Plan Year means the last day of the immediately
preceding Plan Year.(c)
    
    A key employee means any Employee or former Employee (including any deceased Employee) who
at any time during the Plan Year that includes the determination date was an officer of an
Employer or an Affiliated Company having annual compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a
five-percent owner of an Employer or an Affiliated Company, or a one-percent owner of an
Employer or an Affiliated Company having annual compensation of more than $150,000. For this
purpose, annual compensation means compensation within the meaning of Code Section 415(c)(3).
The determination of who is a key employee will be made in accordance with Code Section
416(i)(1) and the applicable regulations and other guidance of general applicability issued
thereunder.(d)
    
    A non-key employee means any Employee who is not a key employee.(e)
    
    A permissive aggregation group means those plans included in an Employers required
aggregation group together with any other plan or plans of the Employer or an Affiliated
Company so long as the entire group of plans would continue to meet the requirements of Code
Sections 401(a)(4) and 410.
 -57-




---



##### 



(f)
    
    A required aggregation group means the group of tax-qualified plans maintained by an
Employer or an Affiliated Company consisting of each plan in which a key employee participates
and each other plan which enables a plan in which a key employee participates to meet the
requirements of Code Section 401(a)(4) or Code Section 410, including any plan that terminated
within the five-year period ending on the relevant determination date.(g)
    
    A super top-heavy group with respect to a particular Plan Year means a required or
permissive aggregation group that, as of the determination date, would qualify as a top-heavy
group under the definition in paragraph (j) of this Section with 90 percent substituted for
60 percent each place where 60 percent appears in the definition.(h)
    
    A super top-heavy plan with respect to a particular Plan Year means a plan that, as of the
determination date, would qualify as a top-heavy plan under the definition in paragraph (k) of
this Section with 90 percent substituted for 60 percent each place where 60 percent
appears in such definition. A plan is also a super top-heavy plan if it is part of a super
top-heavy group.(i)
    
    The testing period means the period of consecutive years of service, not in excess of five,
during which an Employee has the greatest aggregate compensation from his Employer, excluding,
however, any year which ends in a Plan Year beginning prior to January 1, 1984, as well as any
Plan Year which begins after the close of the last Plan Year in which the Plan was a top-heavy
plan.(j)
    
    A top-heavy group with respect to a particular Plan Year means a required or permissive
aggregation group if the sum, as of the determination date, of the present value of the
cumulative accrued benefits for key employees under all defined benefit plans included in such
group and the aggregate of the account balances of key employees under all defined
contribution plans included in such group exceeds 60 percent of a similar sum determined for
all employees covered by the plans included in such group.(k)
    
    A top-heavy plan with respect to a particular Plan Year means (i) in the case of a defined
benefit plan, a plan for which, as of the determination date, the present value of the
cumulative accrued benefits under the plan (within the meaning of Code Section 416(g) and the
regulations and rulings thereunder) for key employees exceeds 60 percent of the present value
of the cumulative accrued benefits under the plan for all employees, with the present value of
the cumulative accrued benefits to be determined under the accrual method uniformly used under
all plans maintained by his Employer or, if no such method exists, under the slowest accrual
method permitted under the fractional accrual rate of Code Section 411(b)(1)(c), (ii) in the
case of a defined contribution plan, a plan for which, as of the determination date, the
aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and
rulings thereunder) of key employees exceeds 60 percent of the aggregate of the accounts of
all participants covered under the plan, with the accounts valued as of the most recent
valuation date coinciding with or preceding the determination date, and (iii) any plan
included in a required
 -58-




---



##### 



aggregation group that is a top-heavy group. Notwithstanding the
foregoing, if a plan is included in a required or permissive aggregation group which is not a
top-heavy group, such plan shall not be a top-heavy plan. For purposes of this Article, the
present value of the cumulative accrued benefits under the Plan shall be determined as of the
date Plan costs for minimum funding purposes are computed, and shall be calculated using the
actuarial assumptions otherwise employed under the Plan for actuarial valuations, except that
the same actuarial assumptions shall be used for all plans within a required or
permissive aggregation group. The present values of accrued benefits and the amounts of
account balances of an Employee as of the determination date shall be increased by the
distributions made with respect to the Employee under the Plan and any plan aggregated with
the Plan under Code Section 416(g)(2) during the one-year period ending on the
determination date. The preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have been aggregated with the Plan
under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other
than separation from service, death, or disability, this provision shall be applied by
substituting five-year period for one-year period. The accrued benefits and accounts of
any individual who has not performed services for an Employer or an Affiliated Company
during the one-year period ending on the determination date shall not be taken into
account.
 18.2 Applicability of Top-Heavy Plan Provisions
  18.3 Top-Heavy Vesting
  Years of Service
    
    Vested Interestless than 2
    
    0%2, but less than 3
    
    20%3, but less than 4
    
    40%4, but less than 5
    
    60%5, but less than 6
    
    80%6 or more
    
    100%
 -59-




---



##### 



18.4 Minimum Top-Heavy Benefit
  (a)
    
    Two percent multiplied by his years of Service; or(b)
    
    20 percent.
   -60-




---



##### 



Executed At
 Sterling Chemicals, Inc.By:Richard K. CrumpPresident and Chief Executive Officer Important Note
  -61-




---



##### 



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
  -62-




---



##### 



2.2 Precedence
  2.3 Requirements of Treasury Regulations Incorporated
  2.4 TEFRA Section 242(b)(2) Elections
  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.
 -63-




---



##### 



(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.(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;
 -64-




---



##### 



(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;(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
  -65-




---



##### 



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
  5.2 Period Certain Annuities
  -66-




---



##### 



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(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
  -67-