##### 



Exhibit 10.3
 Sterling Chemicals, Inc.
 Seventh Amended and Restated
 Savings and Investment Plan
 Dated as of July 17, 2006




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##### 



Sterling Chemicals, Inc.
 Seventh Amended and Restated  Savings and Investment Plan
 Table of Contents
 PageArticle I  Purpose and Effect of Plan; Definitions and Interpretation
    
    1Section 1.01 Purpose
    
    1Section 1.02 Effect of Amendment and Restatement
    
    1Section 1.03 Certain Defined Terms
    
    2Section 1.04 Interpretation
    
    10Article II  Participation
    
    11Section 2.01 Eligibility
    
    11Section 2.02 Service
    
    11Section 2.03 Notice of Eligibility; Election of Participation
    
    15Article III  Period of Participation
    
    16Section 3.01 Change in Participants Status
    
    16Section 3.02 Restricted Participation
    
    16Article IV  Form of Participation
    
    16Section 4.01 Participant Contribution Options
    
    16Section 4.02 Employer Matching Contributions
    
    16Section 4.03 Actual Contribution Percentage Tests
    
    17Section 4.04 Adjustment to Actual Contribution Percentage Tests
    
    20Section 4.05 Discontinuance and Resumption of Contributions
    
    21Article V  Pre-Tax Contributions
    
    21Section 5.01 Eligibility
    
    21Section 5.02 Pre-Tax Contributions
    
    21Section 5.03 Limitation on Pre-Tax Contributions
    
    22Section 5.04 Deduction of Pre-Tax Contributions
    
    23Section 5.05 Cessation of Pre-Tax Contributions
    
    23Section 5.06 Distribution of Pre-Tax Contributions
    
    23Section 5.07 Actual Deferral Percentage Tests
    
    23Section 5.08 Adjustment to Actual Deferral Percentage Tests
    
    25Section 5.09 Modification of Pre-Tax Contribution Percentage
    
    26-i-




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PageArticle VI  After-Tax Contributions
    
    26Section 6.01 Eligibility
    
    26Section 6.02 After-Tax Contributions
    
    27Section 6.02 Limitation on After-Tax Contributions
    
    27Section 6.03 Deduction of After-Tax Contributions
    
    27Section 6.04 Cessation of After-Tax Contributions
    
    27Section 6.05 Modification of After-Tax Contribution Percentage
    
    28Article VII  Limitations on Contributions
    
    28Section 7.01 Maximum Annual Additions
    
    28Section 7.02 Adjustment for Excessive Annual Additions
    
    30Article VIII  Accounting
    
    31Section 8.01 Participant Accounts
    
    31Section 8.02 Rollovers From Qualified Plans
    
    32Section 8.03 Adjustment of Accounts
    
    32Section 8.04 Charging Payments and Distributions
    
    32Section 8.05 Crediting After-Tax Contributions
    
    32Section 8.06 Crediting Pre-Tax Contributions
    
    33Section 8.07 Employer Matching Contributions Account
    
    33Section 8.08 Cytec Accounts and Historical Employer Matching
Contributions Accounts
    
    33Section 8.09 Allocation of Employer Matching Contributions and Forfeitures
    
    33Article IX  The Funds
    
    33Section 9.01 The Investment Funds
    
    33Section 9.02 Investment Elections
    
    34Section 9.03 Transfers Between Investment Funds
    
    34Section 9.04 Company Stock Fund
    
    34Article X  Payment of Account Balances
    
    35Section 10.01 Retirement, Disability or Death
    
    35Section 10.02 Resignation or Dismissal
    
    35Section 10.03 Distribution Options
    
    36Section 10.04 Limitations on Distributions
    
    39Section 10.05 Designation of Beneficiaries
    
    43Section 10.06 Forfeitures
    
    44Section 10.07 Payment of Distribution Directly to Eligible Retirement Plan
    
    46Section 10.08 Qualified Domestic Relations Order Distribution
    
    47-ii-




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PageArticle XI  In-Service Withdrawals
    
    47Section 11.01 General Withdrawals by Participants
    
    47Section 11.02 Periodic Distributions
    
    47Section 11.03 Form of Withdrawals
    
    47Section 11.04 Charging and Allocations of Withdrawals and Periodic Distributions
    
    48Article XII  Loans
    
    48Section 12.01 Loans
    
    48Section 12.02 Loan Administration
    
    48Section 12.03 Loan Eligibility
    
    49Section 12.04 Loan Application
    
    49Section 12.05 Terms and Conditions of Loans
    
    49Section 12.06 Maximum Loan
    
    49Section 12.07 Interest
    
    49Section 12.08 Terms of Loan and Repayment
    
    50Section 12.09 Risk of Loss
    
    50Section 12.10 Source of Loan Funds
    
    50Section 12.11 Debiting of Accounts
    
    50Section 12.12 Accounting for Loans
    
    51Section 12.13 Distributions While Loan Balance is Outstanding
    
    51Section 12.14 Unpaid Balances at End of Sixty-Month Period
    
    51Section 12.15 Hardship Withdrawal in Bankruptcy
    
    52Section 12.16 Default
    
    52Section 12.17 Reductions in Force
    
    52Section 12.18 Loan Expenses
    
    53Section 12.19 Performing Service in the Uniformed Services
    
    53Article XIII  The Committee
    
    54Section 13.01 Membership
    
    54Section 13.02 Committees General Powers, Rights and Duties
    
    54Section 13.03 Manner of Action
    
    54Section 13.04 Information Required by Committee
    
    55Section 13.05 Committee Decision Final
    
    56Section 13.06 Review of Benefit Determinations
    
    56Section 13.07 Uniform Rules
    
    56Article XIV  Relating to the Employers
    
    56Section 14.01 Action by Employers
    
    56Section 14.02 Additional Employers
    
    56Section 14.03 Restrictions as to Reversion of Trust Assets to Employers
    
    56-iii-




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PageArticle XV  General Provisions
    
    57Section 15.01 Notices
    
    57Section 15.02 Waivers
    
    57Section 15.03 Absence of Guaranty
    
    57Section 15.04 No Employment Rights
    
    57Section 15.05 Interests Not Transferable
    
    57Section 15.06 Facility of Payment
    
    57Section 15.07 Distribution of Payment
    
    58Section 15.08 Evidence
    
    58Section 15.09 Indemnity
    
    58Section 15.10 Controlling State Law
    
    59Section 15.11 Severability
    
    59Section 15.12 Successors
    
    59Article XVI  Amendment, Termination or Plan Merger
    
    59Section 16.01 Amendment
    
    59Section 16.02 Termination
    
    59Section 16.03 Plan Merger or Consolidation
    
    60Section 16.04 Notice of Amendment, Termination or Plan Merger
    
    60Section 16.05 Distribution on Termination
    
    60Article XVII  Top-Heavy Provisions
    
    60Section 17.01 Determination of Top-Heavy
    
    60Section 17.02 Minimum Allocations
    
    61Section 17.03 Compensation Limitation
    
    61Section 17.04 Repeal, Modification or Postponement of Top-Heavy Provisions
    
    62Section 17.05 Minimum Vesting
    
    62Section 17.06 Key Employee
    
    62Section 17.07 Compensation
    
    62Article XVIII EGTRRA Provisions
    
    63Section 18.01. Increase in Eligible Earnings Limit
    
    63Section 18.02. Limitations On Contributions
    
    63Section 18.03. Modification Of Top-Heavy Rules
    
    64Section 18.04. Direct Rollovers of Plan Distributions
    
    65Section 18.05. Rollovers From Other Plans
    
    66Section 18.06. Repeal of Multiple Use Test
    
    66Section 18.07. Elective Deferrals  Contribution Limitation
    
    66Section 18.08. Catch-Up Contributions
    
    67Section 18.09. Distribution Upon Severance From Employment
    
    67-iv-




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##### 



Exhibits
 Exhibit A  Investment Funds
 -v-




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##### 



Sterling Chemicals, Inc.
 Seventh Amended and Restated  Savings and Investment Plan
 Preliminary Statements
 A.
    
    Sterling Chemicals, Inc. (the Corporation) established the Sterling
Chemicals, Inc. Savings and Investment Plan (the Original Plan) effective as of
August 1, 1986, in recognition of the contributions of its employees to the operation of
the Corporation.B.
    
    The Corporation has heretofore amended, and amended and restated, the Original Plan
from time to time (as amended immediately prior to the date hereof, the Existing
Plan).C.
    
    In connection with the acquisition of certain assets from Cytec Industries Inc. and
certain of its affiliates (collectively, Cytec) on January 31, 1997, the
Corporation assumed the sponsorship of a plan created by the spin-off of the accounts of
those participants under the Cytec Employees Savings and Profit Sharing Plan (the
Cytec Plan) who became employees of Sterling Fibers, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Corporation, and such plan was merged
into the Existing Plan, as constituted on January 31, 1997.D.
    
    The Corporation desires to amend the Existing Plan in certain respects and restate
the Existing Plan as so amended in its entirety.
 Now, Therefore
 Article I
 Purpose and Effect of Plan; Definitions and Interpretation
 Purpose
 Effect of Amendment and Restatement provided, however protected benefit




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##### 



Certain Defined Terms
 60% Test
 414(s)Compensation
 415 Compensation total compensation plus provided, however
 Accounts
 Accounting Dates
 Actual Contribution Percentage
 Actual Contribution Ratio
 -2-




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##### 



(A)
    
    1.25 timesthe Actual Contribution Percentage for the Non-Highly
Compensated Participant group for the immediately preceding Plan Year; and(B)
    
    the lesser of (x) 2.0 timesthe Actual Contribution Percentage for the
Non-Highly Compensated Participant group for the immediately preceding Plan Year
and (y) the Actual Contribution Percentage for the Non-Highly Compensated
Participant group for the immediately preceding Plan Year plus two percentage
points.
 Actual Deferral Percentage
 Actual Deferral Ratio
 Adjudication of Bankruptcy
 Affiliate controlled group of
corporations common control affiliated service group
 After-Tax Contributions
 After-Tax Contributions Accounts
 After-Tax Matched Contributions
 After-Tax Matched Contributions Account
 After-Tax Supplemental Contributions
 After-Tax Supplemental Contributions Account
 -3-




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Aggregate Excess Contributions
 (i)
    
    with respect to any Highly Compensated Participant, the amount of
Aggregate Excess Contributions for such Highly Compensated Participant for such
Plan Year, as determined pursuant to Section 4.03(d); and(ii)
    
    with respect to the Highly Compensated Participant group, the amount by
which (A) the aggregate amount of Employer contributions, After-Tax Contributions,
Excess Contributions recharacterized as After-Tax Contributions and any Qualified
Non-Elective Contributions or Elective Deferrals taken into account on behalf of
all Highly Compensated Participants for such Plan Year exceeds(B) the maximum
amount of such contributions permitted under the limitations of Section 4.03(a).
 Annual Additions
 Beneficiaries
 Code
 Committee
 Company Stock
 Company Stock Fund
 Corporation
 Correcting Contribution
 Cytec
 Cytec Accounts
 Cytec Employees
 Cytec Plan
 Deferred Compensation
 -4-




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Direct Rollover
 Distributee
 Effective Date
 Elective Deferral
 Eligible Earnings plus plus provided, however
 Eligible Matched Earnings
 Eligible Employee leased employee leasing organization
 Eligible Rollover Distribution
 Eligible Retirement Plan
 Employee
 -5-




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Employer Matching Contributions
 Employer Matching Contributions Account
 Employers
 ERISA
 Excess Contributions
 Existing Plan
 Extended Group
 Five Percent Owner provided, however
 Five Year Break in Service
 Forfeiture
 Highly Compensated Employee highly compensated employee
 (i)
    
    was at any time during the year of determination or the preceding year
a Five Percent Owner of the Employer; or
 -6-




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##### 



(ii)
    
    for the preceding year:
 (A)
    
    received 415 Compensation (as adjusted) from the Employer
in excess of $80,000; and(B)
    
    was in the group consisting of the top 20% of Employees
when ranked on the basis of 415 Compensation during such year.
 Highly Compensated Participant
 Historical Employer Matching Contributions Account
 Investment Funds
 Hour of Service
 Key Employee
 Laws
 Layoff
 Limitation Year provided, however
 Loan Account
 Loan Fund
 Long Term Disability
 -7-




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Lump Sum Distribution
 Lump Sum Deferral Option
 Non-Highly Compensated Participant
 Normal Retirement Age
 One Percent Owner provided, however
 One Year Break in Service
 Original Plan
 Participant
 Plan
 Plan Year provided, however
 Pre-Tax Contributions
 -8-




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Pre-Tax Contributions Accounts
 Pre-Tax Matched Contributions
 Pre-Tax Matched Contributions Account
 Pre-Tax Supplemental Contributions
 Pre-Tax Supplemental Contributions Account
 Prior Employer
 Prior Plan
 Qualified Election
 Qualified Non-Elective Contributions
 Regulations
 Related Defined Contribution Plans
 Retirement
 Rollover Account
 Settlement Dates
 Standard Work Week
 Top Heavy Plan
 -9-




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##### 



Total and Permanent Disability
 Trust
 Trust Agreement
 Trust Fund
 Trustee
 Vesting Computation Period
 Vesting Percentage
 Years of Service
    
    Vesting PercentageLess than 1 year
    
    
    0
    %1 year but less than 2 years
    
    
    20
    %2 years but less than 3 years
    
    
    40
    %3 years but less than 4 years
    
    
    60
    %4 years but less than 5 years
    
    
    80
    %5 years or more
    
    
    100
    %
 Subsidiaries
 Year of Service
 Interpretation
 hereof herein hereunder
 -10-




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##### 



vice
versa
  including include
 from to until
   Article II
 Participation
 Eligibility provided, however
 Service
 Year of Service
 -11-




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##### 



Hour of Service
 (i)
    
    To the extent not otherwise treated as Hours of Service, the following
shall constitute Hours of Service:
 (A)
    
    overtime clock hours;(B)
    
    Hours of Service required to be taken into account to
satisfy federal military service Laws or to satisfy any other federal Laws;(C)
    
    hours of absence from active work because of regular paid
vacations or holidays;(D)
    
    hours of absence from active work because of occupational
illness or disability not yet determined to constitute Long Term Disability;(E)
    
    hours of absence from active work during the first 12
months of an absence due to non-occupational illness or disability not yet
determined to constitute Long Term Disability or due to a Layoff; provided,
however, that the Participant returns to work with an Employer or an
Affiliate at the expiration of such absence or Layoff;(F)
    
    hours during an approved leave of absence or such shorter
period during such leave of absence as may be specified by an Employer; and(G)
    
    for any Employee who immediately prior to August 1, 1986
was employed by the Prior Employer, Hours of Service shall include those
hours which were recognized and counted under the Prior Plan, as adopted and
in effect on July 31, 1986.
 (ii)
    
    During the absences from employment during which no duties are
performed for any Employer or Affiliate as specified above, an Employee will be
credited with the number of Hours of Service such Employee would have worked for an
Employer or Affiliate during a Standard Work Week if such Employee had reported for
work during each week of absence, subject, however, to Section 2.02(b)(iii). No
more than eight Hours of Service shall be credited for any day of absence and no
more than 1,000 Hours of Service shall be awarded under this Section in any one
Vesting Computation Period.(iii)
    
    No Hours of Service shall be credited to an Employee:
 
 -12-




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##### 



(A)
    
    during any period of Layoff in excess of 12 months;(B)
    
    during any absence for which the Employee performs no
duties and is solely compensated under, or by a plan established pursuant to,
applicable workers compensation laws, unemployment compensation or
disability income Laws of any state;(C)
    
    during any period during which an Employee or former
Employee is in receipt of retirement benefits under any plan established by
any Employer or Affiliate (or to which any such entity contributes) unless or
until such Employee or former Employee ceases drawing such benefits and
performs services for any Employer or Affiliate;(D)
    
    for any payment made solely to reimburse an Employee for
medical or medically related benefits;(E)
    
    for any payment made on account of pay in lieu of vacation;(F)
    
    for any Hours of Service in excess of the Standard Work
Week (pro-rated) on account of payments made as back-pay awards or agreement
in amounts in excess of the standard rate of compensation which would have
been made if the Employee had actually worked during the period at issue; or(G)
    
    for any Hours of Service in excess of the Standard Work
Week (pro-rated) on account of any other payment made during an absence set
forth in this Section.
 (iv)
    
    Effective May 1, 1996, in determining the Hours of Service of any
Employee, such Employee will be credited with 95 Hours of Service for each
semi-monthly payroll period in which such Employee is directly or indirectly
compensated by any Employer or Affiliate for the performance of duties for any
Employer or Affiliate.(v)
    
    Once it is determined that an Employee should be credited with an Hour
of Service, such Hour of Service shall be credited to the computation period or
periods in which the duties are performed or are deemed to have been performed or
to which the payment pertains; provided, however, that, except as may be otherwise
provided in this Section 2.02 for certain specified types of absences, no more than
501 Hours of Service shall be credited during any absence from employment during
which no services are rendered, notwithstanding the fact that the Employee may have
been deemed to have performed services or for which payments are due.
  -13-




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##### 



One Year Break in Service
 (i)
    
    first commenced employment with any Employer or Affiliate and
continuously accrued Hours of Service from the date of hire to the end of such
Vesting Computation Period; or(ii)
    
    terminated all further employment with the Employers and Affiliates
following an unbroken, continuous accrual of Hours of Service from the first day of
such Vesting Computation Period to the date of such termination.
  (A)
    
    the pregnancy of the Participant;(B)
    
    the birth of a child of the Participant;(C)
    
    the placement of a child with the Participant in connection with the
adoption of such child by such Participant; or(D)
    
    the care of such child by the Participant immediately following such
birth or placement.
    -14-




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Cytec
Employees
  Notice of Eligibility; Election of Participation
 -15-




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##### 



Article III
 Period of Participation
 Change in Participants Status
 Restricted Participation except that
     Article IV
 Form of Participation
 Participant Contribution Options
 Employer Matching Contributions
   -16-




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##### 



minus
 minus
  Correcting Contribution
  Actual Contribution Percentage Tests
 times
 times
 -17-




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##### 



provided, however
  plus plus
  pro rata Aggregate Excess
Contributions
 dollar leveling method
 -18-




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##### 



-19-




---



##### 



Adjustment to Actual Contribution Percentage Tests
 first
 second
  pro rata
  qualified cash or
deferred arrangement
 -20-




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##### 



Discontinuance and Resumption of Contributions
    Article V
 Pre-Tax Contributions
 Eligibility
 Pre-Tax Contributions provided, however Pre-Tax
Matched Contributions
  -21-




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##### 



Pre-Tax Supplemental
Contributions
 Limitation on Pre-Tax Contributions
 qualified cash or deferred arrangement simplified employee pension salary
reduction arrangement deferred
compensation plan pro rata
   -22-




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##### 



provided, however
 Deduction of Pre-Tax Contributions
 Cessation of Pre-Tax Contributions
 Distribution of Pre-Tax Contributions
  1 2
 successor plan
   Actual Deferral Percentage Tests
 -23-




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##### 



1 2
    -24-




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##### 



provided, however
   Adjustment to Actual Deferral Percentage Tests
 Excess
Contributions dollar leveling method
 -25-




---



##### 



Modification of Pre-Tax Contribution Percentage 1 2
 Article VI
 After-Tax Contributions
 Eligibility
 -26-




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##### 



After Tax Contributions provided, however After-Tax Matched Contributions
 provided, however plus
 provided, however plus
 After-Tax Supplemental
Contributions
 Limitation on After-Tax Contributions
 Deduction of After-Tax Contributions
 Cessation of After-Tax Deductions
 -27-




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##### 



Modification of After-Tax Contribution Percentage 1 2
 Article VII
 Limitations on Contributions
 Maximum Annual Additions
  plus
 plus
 plus
 individual medical account plus
 key employee welfare
benefit plan
 provided, however medical benefits
 -28-




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##### 



rollover contributions
       under common control affiliated service group
  minus
 -29-




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##### 



minus multiplied by
 Adjustment for Excessive Annual Additions Related Defined Contribution Plans
 first
 second
 third
 fourth
 fifth
 -30-




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##### 



first second third fourth
 Article VIII
 Accounting
 Participant Accounts
 Pre-Tax Matched Contributions Account
 Pre-Tax Supplemental Contributions Account
 After-Tax Matched Contributions Account
 After-Tax Supplemental Contributions Account
 Rollover Account
  -31-




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##### 



Rollovers From Qualified Plans provided, however
 Adjustment of Accounts
 first
 second pro rata pro rata
 third
 fourth
 fifth
 adjusted net worth less
 Charging Payments and Distributions
 Crediting After-Tax Contributions
 -32-




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##### 



Crediting Pre-Tax Contributions
 Employer Matching Contributions Account Employers Matching Contributions Account
 Cytec Accounts and Historical Employer Matching Contributions Accounts Cytec Accounts
 Allocation of Employer Matching Contributions and Forfeitures
 Article IX
 The Funds
 The Investment Funds Investment
Funds
 -33-




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##### 



provided, however
 Loan Fund
 Investment Elections provided, however
 Transfers Between Investment Funds
 Company Stock Fund Company Stock Fund default
 -34-




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##### 



Article X
 Payment of Account Balances
 Retirement, Disability or Death
 Resignation or Dismissal
      -35-




---



##### 



Distribution Options Lump Sum Distribution. Lump Sum
Distribution
   Lump Sum Deferral Option
  Lump Sum Deferral Option
  -36-




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##### 



Installment Payout Option provided, however
 provided, however
  -37-




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##### 



Life Expectancy Payout Option provided, however
  provided,
however
  Cytec Account Annuities
 -38-




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##### 



provided, however
 Partial Distribution
 Limitations on Distributions
    -39-
        1 2
  provided, however 1 2 owner but 1 2
 Minimum Required Distributions under Section 401(a)(9) of the Code
 (i)
    
    General Rules.
 (1)
    
    Effective Date. This Section will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.(2)
    
    Precedence. The requirements of this Section will
take precedence over any inconsistent provisions of this Plan.(3)
    
    Requirements of Regulations Incorporated. All
distributions required under this Section will be determined and made in
accordance with the Regulations under Section 401(a)(9) of the Code.(4)
    
    TEFRA Section 242(b)(2) Elections. Notwithstanding
the other provisions of this Section, distributions may be made under a
designation made before January 1, 1984, in accordance with Section 242(b)(2)
of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
provisions of this Plan that relate to Section 242(b)(2) of TEFRA.
 -40-




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##### 



(ii)
    
    Time and Manner of Distribution.
 (1)
    
    Required Beginning Date. The Participants entire
interest will be distributed, or begin to be distributed, to the Participant
no later than the Participants required beginning date.
 (2)
    
    Death of Participant Before Distributions Begin.
If the Participant dies before distributions begin, the Participants entire
interest will be distributed as a lump sum as soon as practicable after the
Participants death.
 (iii)
    
    Required Minimum Distributions During Participants Lifetime.
 (1)
    
    Amount of Required Minimum Distribution For Each
Distribution Calendar Year. During the Participants lifetime, the
minimum amount that will be distributed for each distribution calendar year
is the lesser of:
 (A)
    
    the quotient obtained by dividing the
Participants account balance by the distribution period in the Uniform
Lifetime Table set forth in Section 1.401(a)(9)-9 of the Regulations,
using the Participants age as of the Participants birthday in the
distribution calendar year; or(B)
    
    if the Participants sole designated
beneficiary for the distribution calendar year is the Participants
spouse, the quotient obtained by dividing the Participants account
balance by the number in the Joint and Last Survivor Table set forth in
Section 1.401(a)(9)-9 of the Regulations, using the Participants and
spouses attained ages as of the Participants and spouses birthdays
in the distribution calendar year.
 (2)
    
    Lifetime Required Minimum Distributions Continue
Through Year of Participants Death. Required minimum distributions will
be determined under this section (iii) beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participants date of death.
 (iv)
    
    Required Minimum Distributions After Participants Death.
 (1)
    
    Death On or After Date Distributions Begin. If the
Participant dies on or after the date distributions have begun to be paid,
the remaining Account balances shall be distributed to the Participants
beneficiary as soon as practicable after the Participants death in a lump
sum.
 (2)
    
    Death Before Date Distributions Begin. If the
Participant dies before the date distributions have begun to be paid, the
remaining Account balances
 -41-




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##### 



shall be distributed to the Participants beneficiary as soon as practicable
after the Participants death in a lump sum.(3)
    
    Death of Surviving Spouse Before Distributions to
Surviving Spouse Are Required to Begin. If the Participant dies before
the date distributions begin, the Participants surviving spouse is the
Participants sole designated beneficiary, and the surviving spouse dies
before distributions are required to begin to the surviving spouse under this
Section, this section (iv) will apply as if the surviving spouse were the
Participant.
 (v)
    
    Definitions.
 (1)
    
    Designated Beneficiary. The individual who is
designated as the beneficiary under Section 10.05 of this Plan and is the
designated beneficiary under Section 401(a)(9) of the Code and Section
1.401(a)(9)-1, Q&A-4, of the Regulations.(2)
    
    Distribution Calendar Year. A calendar year for
which a minimum distribution is required. For distributions beginning before
the Participants death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the Participants
required beginning date. The required minimum distribution for the
Participants first distribution calendar year will be made on or before the
Participants required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum
distribution for the distribution calendar year in which the Participants
required beginning date occurs, will be made on or before December 31 of that
distribution calendar year.(3)
    
    Life Expectancy. Life expectancy as computed by
use of the Single Life Table in Section 1.401(a)(9)-9 of the Regulations.(4)
    
    Participants Account Balances. The Account
balances as of the last valuation date in the calendar year immediately
preceding the distribution calendar year (valuation calendar year) increased
by the amount of any contributions made and allocated or forfeitures
allocated to the Account balances as of dates in the valuation calendar year
after the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date. The Account balances for the
valuation calendar year includes any amounts rolled over or transferred to
this Plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar year.(5)
    
    Required Beginning Date. The required beginning
date is April 1 of the calendar year following the later of (i) the calendar
year in which the Participant attains age 701/2 or (ii) the calendar year in
which the
 -42-




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##### 



Participant retires, except that clause (ii) shall not apply to a Five
Percent Owner.
 provided, however
    P(AB + (R x D))
 (R x D), whereP
    
    =
    
    the vested percentage at the relevant time,AB
    
    =
    
    the account balance at the relevant time,D
    
    =
    
    the amount of distribution andR
    
    =
    
    the ratio of the account balance at
the relevant time to the account balance after distribution.
 Designation of Beneficiaries
  Qualified Election -43-
            Forfeitures Forfeiture
    -44-




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##### 



(A)
    
    if a former Participant has a One Year Break in Service, such
Participants pre-break and post-break service shall be used for computing Years of
Service for eligibility and for vesting purposes only after such Participant has
been employed for one Year of Service following the date of his or her reemployment
with an Employer;(B)
    
    any former Participant who under this Plan does not have a
non-forfeitable right to any interest in this Plan resulting from Employer
contributions shall lose credits otherwise allowable under clause (A) above if such
Participants consecutive One Year Breaks in Service equal or exceed the greater of
(x) five and (y) the aggregate number of such Participants pre-break Years of
Service;(C)
    
    after five consecutive One Year Breaks in Service, a former
Participants vested Employer Matching Contributions Account balance attributable
to pre-break service shall not be increased as a result of post-break service;(D)
    
    if a former Participant who has not had his or her Years of Service
before a One Year Break in Service disregarded pursuant to clause (B) above
completes one Year of Service for eligibility purposes following his or her
reemployment with an Employer, such Participant shall participate in this Plan
retroactively from the date of reemployment; and(E)
    
    if a former Participant who has not had his or her Years of Service
before a One Year Break in Service disregarded pursuant to clause (B) above
completes a Year of Service (a One Year Break in Service previously occurred, but
employment had not terminated), such Participant shall participate in this Plan
retroactively from the first day of the Plan Year during which such Participant
completes one Year of Service.
 -45-
        Payment of Distribution Directly to Eligible Retirement Plan
 Eligible Rollover Distribution provided, however Eligible Rollover Distribution
 Eligible Retirement Plan provided, however Eligible
Retirement Plan
 Distributee qualified domestic relations order
 Direct Rollover
 -46-




---



##### 



Qualified Domestic Relations Order Distribution qualified domestic relations order earliest retirement age alternate payee qualified domestic relations order earliest retirement age
 Article XI
 In-Service Withdrawals
 General Withdrawals by Participants provided, however
 Periodic Distributions 1 2 provided,
however
 Form of Withdrawals
 -47-




---



##### 



Charging and Allocations of Withdrawals and Periodic Distributions
 Article XII
 Loans
 Loans provided, however
 Loan Administration
        -48-




---



##### 



Loan Eligibility
 Loan Application
 Terms and Conditions of Loans
 Maximum Loan
    Interest -49-
        Terms of Loan and Repayment
    Risk of Loss
 Source of Loan Funds provided, however
 Debiting of Accounts -50-
        Accounting for Loans Loan
Account
 Distributions While Loan Balance is Outstanding minus plus
 plus plus provided, however
  Unpaid Balances at End of Sixty-Month Period -51-
        Hardship Withdrawal in Bankruptcy provided, however Adjudication of Bankruptcy
   Default plus plus
 Reductions in Force provided, however -52-
        Loan Expenses
 Performing Service in the Uniformed Services
     -53-




---



##### 



Article XIII
 The Committee
 Membership
 Committees General Powers, Rights and Duties
      provided, however
 Manner of Action
  -54-




---



##### 



provided,
however
     provided, however
    Information Required by Committee -55-
        Committee Decision Final
 Review of Benefit Determinations
 Uniform Rules
 Article XIV
 Relating to the Employers
 Action by Employers
 Additional Employers
 Restrictions as to Reversion of Trust Assets to Employers
 -56-




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##### 



Article XV
 General Provisions
 Notices
 Waivers
 Absence of Guaranty
 No Employment Rights
 Interests Not Transferable
 Facility of Payment -57-
        Distribution of Payment
 Evidence
 Indemnity provided, however
 -58-




---



##### 



Controlling State Law
 Severability
 Successors
 Article XVI
 Amendment, Termination or Plan Merger
 Amendment provided, however
    Termination
  -59-




---



##### 



except that
 (i)
    
    in any such event, arrangements may be made with the consent of the
Corporation whereby this Plan may be continued by any successor to that Employer or
any purchaser of all or substantially all of its assets, in which case, the
successor or purchaser may be substituted for that Employer under this Plan and the
Trust Agreement; and(ii)
    
    if any Employer is merged, dissolved or in any way reorganized into, or
consolidated with, any other Employer, this Plan as applied to the former Employer
will automatically continue in effect without a termination thereof.
  Plan Merger or Consolidation
 Notice of Amendment, Termination or Plan Merger
 Distribution on Termination
 Article XVII
 Top-Heavy Provisions
 Determination of Top-Heavy Top-Heavy Plan
 -60-




---



##### 



60%
Test
 required aggregation group i.e.
 (A)
    
    the sum of (x) the present value of the Accrued Benefits for Key
Employees under all defined benefit plans included in such group plus(y) the
aggregate of the Accounts of Key Employees under all defined contribution plans
included in such group, exceeds(B)
    
    60% of the sum, as of the last day of the preceding Plan Year, of the
amounts specified in clause (A) above for all participants under the plans
described in clause (A);
 provided, however determination date
 permissive aggregation group i.e. plus
 provided, however
 Minimum Allocations
 Compensation Limitation
 -61-




---



##### 



Repeal, Modification or Postponement of Top-Heavy Provisions
 Minimum Vesting
 Key Employee Key Employee
 officer
   provided, however
  Compensation compensation -62-
       except that compensation
 Article XVIII
 EGTRRA Provisions
 Preamble
 A.
    
    Adoption and Effective Date of Article XVIII. This Article XVIII of this
Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA). This Article is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance with
EGTRRA and guidance issued thereunder. Except as otherwise provided, this Article shall
be effective as of the first day of the first Plan Year beginning after December 31,
2001, and shall end December 31, 2010, unless extended by law or otherwise.B.
    
    Supersession of Inconsistent Provisions. This Article XVIII shall
supersede the provisions of this Plan to the extent those provisions are inconsistent
with the provisions of this Article.
 Increase in Eligible Earnings Limit
 Limitations on Contributions Effective Date
 Maximum Annual Addition
 -63-




---



##### 



Modification of Top-Heavy Rules Effective Date
 Key Employee annual compensation
 Determination of Present Values and Amounts
 Distributions During Year Ending on the Determination Date
 Employees Not Performing Services During Year Ending on the Determination
Date
 -64-




---



##### 



Minimum Benefits Matching Contributions
 Contributions under Other Plans
 Modification of Top-Heavy Rules
 Direct Rollovers of Plan Distributions Effective Date
 Modification of Definition of Eligible Retirement Plan
 Modification of Definition of Eligible Rollover Distribution to Exclude Hardship
Distributions
 Modification of Definition of Eligible Rollover Distribution to Include After-tax
Employee Contributions -65-
        Rollovers From Other Plans
 Direct Rollovers
 (1)
    
    a qualified plan described in Section 401(a) or 403(a) of
the Code, including after-tax employee contributions;(2)
    
    an annuity contract described in Section 403(b) of the
Code, excluding after-tax employee contributions; and(3)
    
    an eligible plan under Section 457(b) of the Code 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.
 Employee Rollover Contributions from Other Plans
 (1)
    
    a qualified plan described in Section 401(a) or 403(a) of
the Code;(2)
    
    an annuity contract described in Section 403(b) of the
Code; and(3)
    
    an eligible plan under Section 457(b) of the Code 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.
 Employee Rollover Contributions from IRAs
 Repeal of Multiple Use Test
 Elective Deferrals  Contribution Limitation -66-
      Catch-Up Contributions
  Distribution Upon Severance From Employment
  In Witness Whereof
 Sterling Chemicals, Inc.By:
    
    /s/ Richard K. CrumpRichard K. CrumpPresident and Chief Executive Officer
 -67-
      Exhibit A
 Investment Funds
 Core Investment OptionsGuaranteed Income Fund
    
    The Guaranteed Income Fund
is a general account managed by
The Prudential Insurance Company
of America and Prudential
Investment Management. The
Guaranteed Income Fund (the
Fund) is a stable value product
specifically designed for defined
contribution plans to provide
money market-like liquidity and
safety of principal with an
attractive rate of return. The
Fund offers: 1) Predictability of
returns; 2) Guaranteed protection
of principal and credited
interest from market volatility;
and 3) Improved earnings power
versus short-term or money market
investmentsCalvert Income Fund
    
    Ordinarily invests in bonds
and other income-producing
securities in order to meet the
Funds goal of maximizing
long-term income, consistent with
prudent investment management and
preservation of capital.Oakmark Equity & Income Fund
    
    The Oakmark Equity & Income
Fund is a separate account
offered by Prudential Retirement
Insurance and Annuity Company.
This Separate Account invests
wholly in Class I shares of The
Oakmark Equity & Income Fund (the
Fund), a mutual fund managed by
Harris Associates, L.P. Seeks
high current income, preservation
and growth of capital. The Fund
invests primarily in U.S. equity
and fixed-income securities.
There is no assurance the
objective of the Mutual Fund will
be met. The portfolio manager
considers overall and relative
economic conditions in the U.S.
and foreign markets, and seeks
broad portfolio diversification
in different companies to help
moderate the special risks of
foreign investing. The manager
tries to reduce risks by
carefully researching securities
before they are purchased. The
Fund attempts to reduce its
exposure to market risks by
diversifying its investments.Retirement Goal Funds
    
    The Retirement Goal Funds
are a family of six multi-asset
class, multi-manager investment
portfolios offering a range of
distinct risk/return
characteristics. This family is
based on the life-cycle
approach to investing  that
different bond/stock mixes are
appropriate for individuals at
different stages of their lives.
Five of the Funds are managed to
specific target dates  2010,
2020, 2030, 2040, and 2050. The
Retirement Goal Income Fund is
designed for individuals in or
near retirement who seek high
current income. The Funds active
strategic asset allocation
strategy allows investors to
remain in a single Retirement
Goal Fund through every
 A-i
      life
stage, using their own risk
tolerance to help select the
appropriate Retirement Goal Fund.
Each Retirement Goal Funds
investment objective is to
consistently outperform its
custom benchmark over full market
cycles. There is no assurance the
objective of the Fund will be
met. Using sophisticated asset
allocation techniques, each Fund
has been structured to optimize
return and minimize risk over a
specific period. Individuals are
able to select and stay in a
single investment option through
every phase of their retirement
planning process. With Retirement
Goal Funds, investors enjoy a
simplified investment process,
access to a professionally
allocated portfolio, broad
diversification and best-in-class
investment management. The Funds
also help individuals reduce the
time-consuming and detailed
decision-making associated with
implementing a sound investment
strategy.Dryden S&P 500 Index®
Fund
    
    The Dryden S&P 500® Index
Fund is a separate account
offered by Prudential Retirement
Insurance and Annuity Company.
This Separate Account (the
Fund) is managed by
Quantitative Management
Associates. The Fund is
constructed to reflect the
composition of the S&P 500®
Index. Seeks to provide
long-term growth of capital and
income. There is no assurance the
objective of the Fund will be
met. This Fund is structured to
match overall stock market
performance, as measured by the
S&P 500® Index, which is heavily
weighted toward the largest blue
chip companies. Unlike actively
managed stock accounts, it does
not attempt to outperform the
market, so there is little risk
that it will substantively
underperform the market. Such an
investment strategy can be an
effective complement to actively
managed portfolios.Large Cap Growth/ Waddell & Reed Fund
    
    The Large Cap Growth /Waddell
& Reed Fund is a separate
account offered by Prudential
Retirement Insurance and Annuity
Company. This Separate Account
(the Fund) is managed by
Waddell & Reed following its
Large Cap Growth Equity
investment strategy. The Fund
seeks to provide long-term growth
of capital and to outperform the
Russell 1000 Growth Index over
the long-term. There is no
assurance the objective of the
Fund will be met. The Large Cap
Growth Equity style is based on
the core beliefs that superior
growth companies create superior
wealth over time and that the
primary characteristic of
superior growth companies is
sustainable competitive
advantage.Large Cap Value/Barrow Hanley Fund
    
    The Large Cap Value / Barrow
Hanley Fund is a separate account
offered by Prudential Retirement
Insurance and Annuity Company.
This Separate Account is managed
by Barrow, Hanley, Mewhinney, and
Strauss, Inc. following their
Large Cap Value strategy. The
Fund seeks appreciation of
capital and to outperform the
Russell 1000® Value benchmark
over the rolling 3 and 5-year
periods, or a full market cycle,
whichever is longer. There is no
assurance the objective of the
Fund will be met. The managers
 A-ii
      expertise in managing equity
portfolios through a
value-oriented,
research-intensive process of
individual stock selection
provides investors with an
opportunity to realize long-term
total return in excess of the
benchmark.Mid Cap Growth/ Artisan Partners Fund
    
    The Mid Cap Growth / Artisan
Partners Fund is a separate
account offered by Prudential
Retirement Insurance and Annuity
Company. This Separate Account
(the Fund), is managed by
Artisan Partners Limited
Partnership and invests primarily
in the common stocks of
medium-sized companies. Seeks to
achieve maximum long-term capital
growth in excess of the Russell
Midcap Growth and Russell Midcap
Indexes, while managing portfolio
risk. There is no assurance the
objective of the Fund will be
met. The Fund focuses on
medium-sized companies, which can
offer attractive investment
characteristics. Such companies
are typically small enough to
have higher growth potential than
the general U.S. economy, mature
enough to have seasoned
management and established,
multiple product lines, and large
enough to have liquid trading
markets.Mid Cap Value Fund (sub-
advised by Wellington Management)
    
    The Mid Cap Value Fund is a
separate account offered by
Prudential Retirement Insurance and
Annuity Company. This Separate
Account (the Fund) is managed by
Wellington Management Company, LLP,
following their Mid Cap Value style.
Seeks to provide long-term total
returns consistently above the
Russell 2500 Value Index over
complete market cycles. There is no
assurance the objective of the Fund
will be met. The Funds exposure to
securities that appear to be
misunderstood or undervalued in the
marketplace offers investors an
opportunity for portfolio
diversification and provides the
potential for greater risk-adjusted
total returns.Small Cap Growth/TimesSquare
Fund
    
    The Small Cap Growth /TimesSquare
Fund is a separate
account offered by Prudential
Retirement Insurance and Annuity
Company. This Separate Account (the
Fund) is managed by TimesSquare
Capital Management, LLC following
their Small Capitalization Growth
strategy. Seeks to achieve
long-term capital appreciation.
There is no assurance the objective
of the Fund will be met.
TimesSquare Capital Managements
investment team consists of members
with extensive experience with small
capitalization equities. Through the
use of a consistent process, the
strategy has significantly
outperformed small cap benchmarks
over the past several years,
achieving superior performance with
lower-than-average volatility
compared to similar approaches.Small Cap Value/ Kennedy
Capital Fund
    
    The Small Cap Value / Kennedy
Capital Fund is a separate account
offered by Prudential Retirement
Insurance and Annuity Company. This
Separate Account (the Fund) is
managed by Kennedy Capital
Management, pursuant to their
extended small cap value investment
strategy, investing primarily in the
common stock of U.S. small
capitalization companies that have
been overlooked by
 A-iii
      the market place.
The manager seeks to outperform the
Russell 2000® Value Index over a
typical market cycle by investing in
fundamentally strong,
small-capitalization companies that
have low institutional ownership and
analyst coverage. There is no
assurance the objective of the Fund
will be met. Kennedy Capital
applies a contrarian approach to
exploit the inefficiencies of small
cap stocks by seeking attractive
companies that have been missed by
other investors. By discovering
opportunities before other
investors, Kennedy can purchase
shares of the undervalued firms
before the market recognizes their
value and subsequently drives up the
share prices. With an allocation of
up to 35 percent in microcap stocks,
the Fund is able to pursue value
opportunities earlier than typical
small cap managers and enhance
returns.International Equity/ Julius
Baer Fund
    
    The International Equity /Julius
Baer Fund is a separate
account offered by Prudential
Retirement Insurance and Annuity
Company. This Separate Account (the
Fund) is managed by Julius Baer
Investment Management following
their International Equity strategy.
The Fund seeks long-term growth of
capital and to consistently
outperform the MSCI EAFE Index and a
universe of peers regardless of the
market cycle through superior stock
selection. There is no assurance the
objective of the Fund will be met.
The Manager builds a diversified
portfolio of international equity
securities by leveraging its senior
portfolio management team with a
global research center of over 50
economists and analysts. The team
focuses on consistency,
diversification and relative risk. A
proprietary real-time attribution
system focuses on risk management
and provides the management team a
competitive advantage in evaluating
active information.Jennison Health Sciences Fund
    
    Jennison Health Sciences Fund
seeks long-term capital
appreciation. The fund normally
invests at least 80% of assets in
equity securities of U.S. companies
within the health sciences sector.
It may invest more than 5% of assets
in any one issuer. The fund may
invest in ADRs and S&P Depositary
Receipts, REITs, warrants and
rights. It may participate in the
IPO market. The fund may also
invest in foreign securities,
including money market instruments
and other fixed-income securities
and may make short sales of a
security. It is nondiversified.Waddell & Reed Advisors Science
and Technology Fund
    
    The Waddell & Reed Advisors
Science and Technology Fund is a
separate account offered by
Prudential Retirement Insurance and
Annuity Company. This Separate
Account invests wholly in Class A
shares of the Waddell & Reed
Advisors Science and Technology Fund
(the Fund), a mutual fund managed
by Waddell & Reed Investment
Management Company. Seeks to
provide capital growth. There is no
assurance the objective of the
Mutual Fund will be met. Portfolio
management utilizes a bottom-up
stock selection process which seeks
to identify science and technology
companies
 A-iv
      whose earnings are
expected to grow at a faster rate
than the overall economy.OthersCytec Stock Fund
    
    The Cytec Accounts that were invested in Cytec
common stock under the Cytec Plan on January 31, 1997
continue to be in such stock and constitute a frozen
fund as of that date (i.e., no additional Cytec common
stock shall be acquired by this Fund, other than Cytec
stock dividends and any cash dividends or other
distributions received by such frozen fund which are
automatically reinvested in Cytec common stock).
 A-v