“*COBRA*” means the Consolidated Omnibus Budget Reconciliation Act of 1985, asamended. Reference in this Plan to COBRA shall be deemed to include any amendments orsuccessor provisions to COBRA and any regulations thereunder.     “*Code*” means the Internal Revenue Code of 1986, as amended. Reference in thisPlan to any section of the Code shall be deemed to include any amendments or successorprovisions to such section and any regulations under such section.     “*Committee*” means Sterling’s Employee Benefits Plans Committee.     “*Company*” means Sterling and the Subsidiaries.     “*Defined Salary Grade Level*” means the salary grade levels set from time to timeby the Committee for purposes of determining those Participants who have a minimum ApplicableMultiplier pursuant to Section 2.02; *provided, however,*that, unless the Board or theCompensation Committee of the Board approves otherwise, the Committee may only select salarygrade levels that are comprised of positions having duties and responsibilities substantiallysimilar to (or greater than) those held by employees who had salary grade levels of E6 orhigher or T6 or higher during 2009.     “*Disability*” means, with respect to any Participant, a physical or mentalcondition of such Participant that results in such Participant becoming eligible for long termdisability benefits under the Company’s long term disability Benefit Plan.     “*Effective Date*” means March 1, 2010.     “*Existing Plan*” has the meaning specified in the Preliminary Statements of thisPlan.     “*Good Reason*” means, with respect to any Participant, any of the followingactions or failures to act, but in each case only if it occurs while such Participant isemployed by the Company, and then only if it is not consented to by such Participant inwriting: (i) a material reduction by the Company in such Participant’s annual basesalary in effect immediately prior to the effective date of such reduction;  (ii) the failure of the Company to continue such Participant’s eligibilityfor participation in employee benefit plans, programs, arrangements and practicesproviding benefits that are offered generally to its Non-Represented Employees;*provided, however*, that the amendment, modification or discontinuance of any suchemployee benefit plan, program, arrangement or practice by the Company shall notconstitute “Good Reason” hereunder if such amendment, modification ordiscontinuance applies generally to Non-Represented Employees and does not singleout such Participant for disparate treatment; or
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 (iii) any change of more than 75 miles (or, in the case of any Participant forwhom the Committee has approved a shorter distance, such shorter distance) in thelocation of the principal place of employment of such Participant immediately priorto the effective date of such change.For purposes of this definition, any action or failure to act described in clauses (i) through(iii) above shall cease to be a Good Reason with respect to any Participant on the date whichis 90 days after such Participant acquires actual knowledge of such action or failure to actunless, prior to such date, such Participant gives a Termination Notice pursuant to Section2.05.          “*Misconduct*” means, with respect to any Participant: (i) the commission by such Participant of acts of dishonesty or grossmisconduct which are demonstrably injurious to the Company (monetarily orotherwise) in any material respect;  (ii) the failure of such Participant to observe and comply with theCompany’s published policies relating to alcohol and drugs, harassment orcompliance with applicable laws;  (iii) the failure of such Participant to observe and comply with any otherlawful published policy of the Company, but, in the case of any such failure that iscapable of being remedied, only if such failure shall have continued unremedied formore than 30 days after written notice thereof is given to such Participant by theCompany;  (iv) the willful failure of such Participant to observe and comply with alllawful and ethical directions and instructions of the Board, any person to whom suchParticipant reports or any person who has greater authority than such Participantwith respect to the relevant directions or instructions;  (v) the refusal or willful failure of such Participant to perform, in anymaterial respect, his or her duties with the Company, but only if such failure wasnot caused by disability or incapacity and shall have continued unremedied for morethan 30 days;  (vi) the conviction of such Participant for a felony offense; or  (vii) any willful conduct on the part of such Participant that prejudices, inany material respect, the reputation of the Company in the fields of business inwhich it is engaged or with the investment community or the public at large, but onlyif such Participant knew, or should have known, that such conduct could have suchresult.
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If any Participant is a party to a written employment agreement with the Company, then clause(iv) above shall not apply to any directions or instructions that are contrary to orinconsistent with any of the positions, functions, duties or reporting responsibilities ofsuch Participant as set forth in such written employment agreement or that violate any of suchParticipant’s rights, privileges or immunities under such employment agreement. In case ofany dispute regarding whether or not any conduct by a Participant meets any of the standardsset forth in clauses (i) through (vii) above, the burden of proof shall rest with the Company.     “*Non-Represented Employees*” means all employees of the Company who are notrepresented by a collective bargaining unit.     “*Participants*” means all Non-Represented Employees who are based in the UnitedStates; *provided, however*, that except as the Committee may otherwise provide in writing, anyindividual who is not paid through the Company’s payroll system, or who is classified by theCompany for purposes of this Plan as an independent contractor (or some other non-common lawemployee category), shall not be a “Participant” under this Plan, notwithstanding suchindividual’s subsequent or retroactive (i) payment through the Company’s payroll system or(ii) classification or reclassification for tax or other purposes.     “*Pension Plan*” means the Sterling Chemicals, Inc. Amended and Restated SalariedEmployees’ Pension Plan (effective as of January 1, 2006), as amended, or any successor tosuch plan.     “*Plan*” means this Fourth Amended and Restated Severance Pay Plan, as amended,supplemented or modified from time to time in accordance with its terms.     “*Severance Amount*” has the meaning specified in Section 2.02(a)(i).     “*Sterling*” means Sterling Chemicals, Inc., a Delaware corporation, and anySuccessor.     “*Subsidiary*” means any corporation, limited partnership, general partnership,limited liability company or other form of entity a majority of any class of voting stock orother voting rights of which is owned, directly or indirectly, by Sterling.     “*Successor*” means a successor to all or substantially all of the business,operations or assets of the Company (whether direct or indirect, by purchase, merger,consolidation or otherwise).     “*Termination Date*” means, with respect to any Participant, the termination datespecified in the Termination Notice delivered by such Participant to the Company in accordancewith Section 2.05 or the actual date of termination of such Participant’s employment by theCompany for any reason other than Misconduct or Disability.
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     “*Termination Notice*” means, with respect to any Participant, a notice from suchParticipant to the Company purporting to terminate such Participant’s employment for GoodReason in accordance with Section 2.05.          Section 1.02. Interpretation. In this Plan, unless a clear contrary intentionappears, (a) the words “*herein*,” “*hereof*” and “*hereunder*” and other words of similar import referto this Plan as a whole and not to any particular Article, Section or other subdivision, (b)reference to any Article or Section, means such Article or Section hereof and (c) the words"*including*” (and with correlative meaning “*include*”) means including, without limiting thegenerality of any description preceding such term. The Article and Section headings herein are forconvenience only and shall not affect the construction hereof.Article IIEligibility and Benefits          Section 2.01. Eligible Employees. This Plan is only for the benefit of Participants,and no other employees or personnel shall be eligible to participate in this Plan or to receive anyrights or benefits hereunder.          Section 2.02. Description of Benefits. (a) Subject to Section 2.03, each Participantshall be entitled to receive the benefits described below if either such Participant terminates orhas terminated his or her employment for Good Reason in accordance with Section 2.05 or the Companyterminates or has terminated such Participant’s employment for any reason other than a terminationfor Misconduct or Disability:     (i) the Company shall pay to such Participant, on or before the later of (A) 30 daysafter such Participant’s Termination Date and (B) eight days after such Participant hasexecuted and delivered to the Company the release referred to in Section 4.05, a lump sum cashpayment equal to such Participant’s Base Salary *times*such Participant’s Applicable Multiplier(the “*Severance Amount*”); and     (ii) for a period of six months following such Participant’s Termination Date, the COBRApremium required to be paid by such Participant for coverage under the Company’s medical anddental insurance plans shall not exceed the regular premiums required to be paid by activeemployees for similar coverage under such plans; *provided, however*, that the benefits providedunder this clause (ii) shall only be available to such Participant if such Participant (or hisor her qualified beneficiaries) makes a timely COBRA election on or after such Participant’sTermination Date to continue coverage under such medical and dental insurance plans and timelypays the regular employee premium required by such plans.For purposes of this Plan, “*Base Salary*” means, with respect to any Participant, suchParticipant’s annual base salary immediately prior to the earlier of (A) the date on which an eventoccurs that results in such Participant terminating his or her employment for Good Reason and (B)the actual date of such Participant’s termination by the Company for any reason other
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than Misconduct or Disability, and “*Applicable Multiplier*” means, with respect to anyParticipant, such Participant’s years of Benefit Service as of the earlier of (*x*) the date on whichan event occurs that results in such Participant terminating his or her employment for Good Reasonand (*y*) the actual date of such Participant’s termination by the Company for any reason other thanMisconduct or Disability *times*a fraction having a numerator of two and a denominator of 52;*provided, however*, that (A) no Participant’s Applicable Multiplier shall exceed 1.0 and (B) noParticipant having a salary grade classification at or above the Defined Salary Grade Level shallhave an Applicable Multiplier of less than 0.5.          (b) Notwithstanding anything to the contrary contained in this Plan, the benefits madeavailable under this Plan to Participants expressly exclude outplacement services and financialcounseling.          (c) Participation in this Plan is voluntary. The Company may require that each eligibleemployee execute a participation agreement as a condition to becoming a Participant hereunder. Byagreeing to participate in this Plan, or by accepting any benefits under this Plan, a Participantunconditionally agrees for all purposes under this Plan to be bound by all of the terms andconditions of this Plan, including the provisions of Article III hereof.          Section 2.03. Additional Provisions Relating to Benefits under Sections 2.02. (a)Notwithstanding anything to the contrary contained in this Plan, the Company’s obligation tocontinue the benefits described in Section 2.02(a)(ii) for any Participant shall cease if and whensuch Participant ceases to be eligible to continue group health plan coverage under COBRA.          (b) Notwithstanding anything to the contrary contained in this Plan, the amount of theSeverance Amount payable to any Participant under this Plan shall be reduced, dollar for dollar, bythe aggregate amount of all separation, severance or termination payments paid or payable to suchParticipant under (i) any Benefit Plan (other than this Plan and the Pension Plan), including theCompany’s Fifth Amended and Restated Key Employee Protection Plan, as amended (as the same mayhereafter be amended or modified in accordance with its terms or any successor to such plan), (ii)any agreement between such Participant and the Company or (iii) any applicable law, statute, rule,regulation, order or decree (or other pronouncement having the effect of law) of any nation orgovernmental authority, including the Worker Adjustment and Retraining Notification Act.          Section 2.04. Cost of Plan; Plan Unfunded; Participant’s Rights Unsecured. The entirecost of this Plan shall be borne by the Company, and no contributions shall be required of theParticipants. The Company shall not be required to establish any special or separate fund or makeany other segregation of funds or assets to assure the payment of any benefit hereunder. The rightof any Participant to receive the benefits provided for herein shall be an unsecured claim againstthe general assets of the Company.          Section 2.05. Termination Notices from Participants. For purposes of this Plan, inorder for any Participant to terminate his or her employment for Good Reason, such Participant mustgive a written notice of termination to the Company, which notice shall be in writing and signed bysuch Participant, shall be dated the date it is given to the Company, shall specify the
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termination date, shall state that the termination is for a Good Reason and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis for such Good Reason.Article IIIClaims Procedure and Dispute Resolution          Section 3.01. Claims for Benefits. Any claim relating to benefits under this Planshall be submitted in writing to the Committee. Within 90 days after a claim has been submitted,the Committee will mail or deliver a written notice to the claimant indicating either (a) that suchclaim has either been granted or denied or (b) that the Committee needs additional time orinformation to make a determination whether such claim should be granted or denied. If theCommittee determines that such claimant is not entitled to receive all or part of the benefitsclaimed, such notice shall include (i) the Committee’s determination and the reasons therefor, withappropriate references to pertinent Plan provisions, and (ii) the procedures for appeal and reviewof its determination and an explanation of how a claimant may perfect his or her claim. If theCommittee indicates in such notice that it needs additional time or information in order to make adetermination, such notice shall include an explanation of why such additional time or informationis necessary and an estimated date for a determination by the Committee, which shall, in any event,be on or before the 180th day after the date the claim was originally submitted. If theclaimant does not receive such notice within such 90-day period (or does not receive a notice ofthe Committee’s decision within 180 days after the claim was originally submitted if a notice wasreceived by such claimant within such 90-day period indicating that the Committee needed additionaltime or information), the claimant’s claim shall be deemed denied.          Section 3.02. Administrative Appeal and Review. (a) If a claim for benefits is deniedor deemed denied, the Participant (or the Participant’s representative) has the right to appealthat denial by filing a written claim with the Committee. Within 60 days after receipt of anappeal, the Committee will evaluate the claim and provide a written statement to the Participant.If the appeal is denied, the statement will include the reason for the denial, a specific referenceto the pertinent provisions of the Plan upon which the denial is based, additional informationneeded, if any, and an explanation of the review procedures for a denied appeal set forth inparagraph (b) below).          (b) An applicant for benefits whose appeal has been denied, in whole or in part, or the dulyauthorized representative of such claimant, may, within 60 days after receipt of written notice ofsuch denial, request to appear before the Committee to review such denied appeal and submit to theCommittee in writing such additional information as the claimant desires. A claimant who submits aclaim for review shall have a reasonable opportunity to submit issues and comments in writing andto review pertinent documents. The Committee will (i) allow such claimant to make such appearancebefore the Committee within 60 days after receipt by the Committee of such request and (ii) renderits final decision and notify the claimant in writing of such decision and, if the claim wasdenied, the reasons for the denial and a specific reference to the pertinent provisions of the Planupon which the denial is based, within 60 days after the claimant’s appearance before theCommittee; *provided, however*, that the Committee may extend such 60-day period for up to anadditional 60 days if the Committee determines that additional
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time is needed to evaluate the Participant’s claim. If the claimant does not receive notice ofsuch decision within such 60-day period (or, if applicable, such extended period), the claim forreview shall be deemed denied.          Section 3.03. Negotiation. Subject to Section 3.05, in case a dispute or controversyshall arise between any Participant (or any person claiming by, through or under any Participant)and the Company (including the Committee) relating to or arising out of this Plan or a benefitclaim for which a final administrative appeal has been denied (or deemed denied) pursuant toSection 3.02, either disputant may give written notice to the other disputant (“*DisputeNotice*”) that it wishes to resolve such dispute or controversy by negotiations, in which eventthe disputants shall attempt in good faith to negotiate a resolution of such dispute orcontroversy. If the dispute or controversy is not so resolved within 30 days after the effectivedate of the Dispute Notice, subject to Section 3.05, either disputant may initiate arbitration ofthe matter as provided in Section 3.04. All negotiations pursuant to this Section 3.03 shall beheld at the Company’s principal offices in Houston, Texas (or such other place as the disputantsshall mutually agree) and shall be treated as compromise and settlement negotiations for thepurposes of the federal and state rules of evidence and procedure.          Section 3.04. Arbitration. Subject to Section 3.05, any dispute or controversy (a)which arises out of or relates to this Plan or a benefit claim for which a final administrativeappeal has been denied (or deemed denied) pursuant to Section 3.02 and (b) which has not beenresolved by negotiations in accordance with Section 3.03 within 30 days of the effective date ofthe Dispute Notice shall, upon the request of either disputant, be finally settled by arbitrationconducted expeditiously in accordance with the labor arbitration rules of the American ArbitrationAssociation. The arbitrator shall not be empowered to award damages in excess of compensatorydamages and each disputant shall be deemed to have irrevocably waived any damages in excess ofcompensatory damages. The arbitrator’s decision shall be final and legally binding on thedisputants and their successors and assigns. The fees and expenses of the arbitrator shall beborne solely by the prevailing disputant or, in the event there is no clear prevailing disputant,as the arbitrator deems appropriate. All arbitration conferences and hearings shall be held inHouston, Texas.          Section 3.05. Exclusivity, etc. The Committee shall have complete authority to reviewall denied claims for benefits under this Plan. In exercising its responsibilities, the Committeeshall have discretionary authority (a) to determine whether and to what extent covered persons areeligible for benefits and (b) to construe disputed Plan terms. The dispute resolution proceduresset forth in Sections 3.03 and 3.04 shall not apply to any matter which, by the express provisionsof this Plan, is to be finally and conclusively determined by the Committee unless and until theCommittee issues its decision in accordance with Sections 3.01 and 3.02. Any such determination bythe Committee shall be final and conclusive and may not be overturned unless such determination isfound to be arbitrary and capricious or an abuse of discretion. No legal action may be broughtwith respect to this Plan except for the purpose of specifically enforcing the provisions of thisArticle III or for the purpose of enforcing any arbitration award made pursuant to Section 3.04.
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Article IVMiscellaneous Provisions          Section 4.01. Cumulative Benefits. Except as provided in Section 2.03(b), the rightsand benefits provided to any Participant under this Plan are cumulative of, and are in addition to,all of the other rights and benefits provided to such Participant under any Benefit Plan or anyagreement between such Participant and the Company.          Section 4.02. No Mitigation or Offset. No Participant shall be required to mitigatethe amount of any payment provided for in this Plan by seeking or accepting other employmentfollowing a termination of his or her employment with the Company or otherwise. Except asotherwise provided in Section 2.03(a), the amount of any payment provided for in this Plan shallnot be reduced by any compensation or benefit earned by a Participant as the result of employmentby another employer or by retirement benefits.          Section 4.03. Amendment and Termination. The Board or the Compensation Committee ofthe Board shall be entitled to amend or terminate this Plan at any time and for any reason;*provided, however*, that no amendment or termination of this Plan shall affect the rights orbenefits of any Participant or the obligations of the Company accrued under this Plan as of theeffective date of such termination or amendment.          Section 4.04. Administration. (a) The Committee is, as respects the rights andobligations of all parties with an interest in this Plan, given the powers, rights and dutiesspecifically stated elsewhere in this Plan and, in addition, is given full power and finaldiscretionary authority to:     (i) make determinations with respect to the administration of this Plan, construe andinterpret its provisions, take all other actions deemed necessary or advisable for the properadministration of this Plan and determine all questions arising under this Plan, including thepower to determine the rights or eligibility of Participants and any other persons, and theamounts of their benefits under this Plan, and to remedy ambiguities, inconsistencies oromissions;     (ii) adopt such rules of procedure and regulations as in its opinion may be necessary forthe proper and efficient administration of this Plan;     (iii) enforce this Plan in accordance with its terms and in accordance with any rules ofprocedure and regulations adopted by the Committee pursuant to clause (ii) above; and     (iv) employ agents, attorneys, accountants or other persons (who also may be employed bythe Company), and allocate, delegate or reallocate to them such powers, rights and duties asthe Committee may consider necessary or advisable to properly carry out the administration ofthis Plan; *provided, however*, that such allocation or delegation and the acceptance thereof bysuch agents, attorneys, accountants or other persons are in writing.
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          (b) Subject to applicable law, any determination, construction or interpretation of theprovisions of this Plan, and any decision on any matter within the discretion of the Committee,that is made by the Committee in good faith shall be binding on all persons. In case of any claimthat the Committee (or any member thereof) did not act in good faith, the burden of proof shallrest with the person or entity claiming the absence of good faith.          (c) The members of the Committee shall receive no additional compensation for their servicesrelating to this Plan. Any expenses properly incurred by the Committee incident to this Plan,including the cost of any bond required by applicable law, shall be paid by the Company.          (d) The Company shall indemnify and hold harmless each member of the Committee against any andall expenses and liabilities arising out of his or her administrative functions or fiduciaryresponsibilities, including any expenses and liabilities that are caused by or result from an actor omission of such member acting in good faith in the performance of such functions orresponsibilities. Expenses against which such member shall be indemnified hereunder shall include,without limitation, the amounts of any settlement or judgment, costs, counsel fees and relatedcharges reasonably incurred in connection with a claim asserted or a proceeding brought orsettlement thereof.          Section 4.05. Release of Claims. As a condition to receipt of the benefits under thisPlan, a Participant will be required to sign an agreement, to be prepared by the Company, in whichhe or she unconditionally and irrevocably releases the Company and its successors, assigns,divisions, subsidiaries, representatives, agents, officers, directors, stockholders and employeesfrom any claims, demands and causes of action relating to or arising out of the termination of hisor her employment with the Company, including any statutory claims under the Age Discrimination inEmployment Act of 1967, as amended, the Older Worker Benefit Protection Act, as amended, theAmericans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Acts of 1964, asamended, the Civil Rights Act of 1991, as amended, and any other federal, state, or local law,statute or ordinance affecting such Participant’s employment with or separation from the Company,but excluding, however, any claims, demands and causes of action pertaining to (a) any benefitsthat are to be provided after the date of such agreement pursuant to the terms of this Plan, (b)such Participant’s rights, if any, under the Company’s Fifth Amended and Restated Key EmployeeProtection Plan, as amended (as the same may hereafter be amended or modified in accordance withits terms or any successor to such plan), or (c) such Participant’s rights, if any, under anyemployment agreement between such Participant and the Company.          Section 4.06. Assignability. The Company shall have the right to assign this Plan andto delegate its duties and obligations hereunder; *provided, however*, that no such assignment shallrelieve or discharge the Company of or from any of its obligations under this Plan. Unlessotherwise approved by the Committee, no Participant shall transfer or assign any of his or herrights under this Plan except by will or the laws of descent and distribution. Except as otherwiseprovided by law, no benefit, right or interest of any Participant under this Plan shall be subjectto
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pledge, encumbrance, charge, seizure, attachment or legal, equitable or other process, or be liablefor, or subject to, debts, liabilities or other obligations.          Section 4.07. Consolidations, Mergers, Etc. Sterling will require any person, firm orentity which becomes its Successor to expressly assume and agree to perform this Plan in writing,in the same manner and to the same extent that Sterling would be required to perform hereunder ifno such succession had taken place.          Section 4.08. Benefit and Burden. This Plan shall be binding upon and inure to thebenefit of the Company and its successors and assigns. This Plan and all rights of eachParticipant shall inure to the benefit of and be enforceable by such Participant and his or herpersonal or legal representatives, executors, administrators, heirs and permitted assigns. If anyParticipant should die while any amounts are due and payable to such Participant hereunder, allsuch amounts, unless otherwise provided herein, shall be paid in accordance with the terms of thisPlan to such Participant’s devisees, legatees or other designees or, if there be no such devisees,legatees or other designees, to such Participant’s estate.          Section 4.09. Notices. All notices and other communications provided for in this Planshall be in writing and shall be sent, delivered or mailed, addressed (a) if to the Company, atSterling’s principal office address or such other address as Sterling may have designated bywritten notice to all Participants for purposes hereof, directed to the attention of the GeneralCounsel, and (b) if to any Participant, at his or her residence address on the records of theCompany or to such other address as he or she may have designated to the Company in writing forpurposes hereof. Each such notice or other communication shall be deemed to have been duly givenor mailed by United States registered mail, return receipt requested, postage prepaid, except thatany change of notice address shall be effective only upon receipt.          Section 4.10. Withholdings. The Company shall have the right to deduct from anypayment hereunder all taxes (federal, state or other) and other payments which it is required towithhold therefrom.          Section 4.11. No Employment Rights Conferred. Nothing contained in this Plan shall(i) confer upon any Participant any right with respect to continuation of employment with theCompany or (ii) subject to the rights and benefits of any Participant hereunder, interfere in anyway with the right of the Company to terminate such Participant’s employment at any time.          Section 4.12. Governing Law. This Plan shall be governed in accordance with the lawsof the State of Texas (without giving effect to conflicts of laws principles thereof) andapplicable federal law.
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          In Witness Whereof, and as conclusive evidence of the adoption of this Plan by theBoard, Sterling has caused this Plan to be duly executed in its name and behalf by its properofficer thereunto duly authorized as of November 6, 2009.      Sterling Chemicals, Inc.