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Restated Bylaws
 Of
 Sterling Chemicals, Inc.
 
 
 Effective As Of May 4, 2007




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Table of Contents
 ARTICLE I Offices and Records
    
    
    1Section 1.01 Registered Office and Agent
    
    
    1Section 1.02 Other Offices
    
    
    1Section 1.03 Books and Records
    
    
    1ARTICLE II Meetings of Stockholders
    
    
    1Section 2.01 Annual Meetings
    
    
    1Section 2.02 Special Meetings
    
    
    2Section 2.03 Place of Meetings
    
    
    2Section 2.04 Notice of Meetings
    
    
    2Section 2.05 Voting List
    
    
    3Section 2.06 Quorum and Adjournment
    
    
    3Section 2.07 Adjourned Meetings
    
    
    3Section 2.08 Voting
    
    
    4Section 2.09 Proxies
    
    
    5Section 2.10 Record Date
    
    
    5Section 2.11 Conduct of Meetings; Agenda
    
    
    6Section 2.12 Inspectors of Election; Opening and Closing of Polls
    
    
    6Section 2.13 Procedures for Bringing Business Before Meetings
    
    
    7Section 2.14 Presence at Meetings
    
    
    8Section 2.15 Stockholder Action By Written Consent
    
    
    8Section 2.16 Treasury Stock
    
    
    9ARTICLE III Board of Directors  Powers, Number, Nominations, Resignations,
Removal, Vacancies and Compensation
    
    
    10Section 3.01 Management
    
    
    10Section 3.02 Number, Qualification and Term of Office
    
    
    10Section 3.03 Nominations
    
    
    10Section 3.04 Resignations
    
    
    12Section 3.05 Removal
    
    
    12Section 3.06 Vacancies
    
    
    12Section 3.07 Subject to Rights of Holders of Preferred Stock
    
    
    12Section 3.08 Subject to Rights Under the Certificate of Incorporation
    
    
    13Section 3.09 Compensation
    
    
    13ARTICLE IV Board of Directors  Meetings and Actions
    
    
    13Section 4.01 Regular Meetings
    
    
    13Section 4.02 Special Meetings
    
    
    13Section 4.03 Quorum; Voting
    
    
    13Section 4.04 Chairman of the Board
    
    
    14Section 4.05 Conduct of Meetings; Presiding Officer and Secretary
    
    
    14Section 4.06 Action Without Meeting
    
    
    14Section 4.07 Telephonic Meetings
    
    
    14
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ARTICLE V Committees of the Board of Directors
    
    
    14Section 5.01 Executive Committee
    
    
    14Section 5.02 Other Committees
    
    
    15Section 5.03 Term
    
    
    15Section 5.04 Committee Changes; Removal
    
    
    15Section 5.05 Alternate Members
    
    
    15Section 5.06 Rules and Procedures
    
    
    15Section 5.07 Action Without Meeting
    
    
    16Section 5.08 Telephonic Meetings
    
    
    16Section 5.09 Resignations
    
    
    16Section 5.10 Limitations on Authority
    
    
    16ARTICLE VI Officers
    
    
    17Section 6.01 Number; Titles; Qualification; Term of Office
    
    
    17Section 6.02 Election
    
    
    18Section 6.03 Removal
    
    
    18Section 6.04 Resignations
    
    
    18Section 6.05 Vacancies
    
    
    18Section 6.06 Salaries
    
    
    18Section 6.07 Executive Chairman
    
    
    18Section 6.08 Chief Executive Officer
    
    
    19Section 6.09 President
    
    
    19Section 6.10 Vice Presidents
    
    
    19Section 6.11 Treasurer
    
    
    19Section 6.12 Assistant Treasurers
    
    
    20Section 6.13 Secretary
    
    
    20Section 6.14 Assistant Secretaries
    
    
    20ARTICLE VII Stock
    
    
    21Section 7.01 Certificates; Uncertificated Shares
    
    
    21Section 7.02 Signatures on Certificates
    
    
    21Section 7.03 Legends
    
    
    21Section 7.04 Lost, Stolen or Destroyed Certificates
    
    
    21Section 7.05 Transfers of Shares
    
    
    22Section 7.06 Registered Stockholders
    
    
    22Section 7.07 Regulations
    
    
    22Section 7.08 Stock Options, Warrants, etc.
    
    
    22Section 7.09 Restrictions on Certain Transfers
    
    
    22ARTICLE VIII Indemnification
    
    
    23Section 8.01 Third Party Actions
    
    
    23Section 8.02 Actions By or in the Right of the Corporation
    
    
    23Section 8.03 Certain Limitations
    
    
    24Section 8.04 Expenses
    
    
    24Section 8.05 Non-Exclusivity
    
    
    25Section 8.06 Enforceability
    
    
    25
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Section 8.07 Survival
    
    
    25Section 8.08 Amendment
    
    
    25Section 8.09 No Rights of Subrogation
    
    
    26Section 8.10 Definitions
    
    
    26ARTICLE IX Notices and Waivers
    
    
    26Section 9.01 Methods of Giving Notices
    
    
    26Section 9.02 Waiver of Notice
    
    
    27ARTICLE X Miscellaneous Provisions
    
    
    27Section 10.01 Dividends
    
    
    27Section 10.02 Reserves
    
    
    27Section 10.03 Checks
    
    
    27Section 10.04 Corporate Contracts and Instruments
    
    
    27Section 10.05 Limitation of Access of Stockholders to Books and Records
    
    
    27Section 10.06 Attestation
    
    
    28Section 10.07 Fiscal Year
    
    
    28Section 10.08 Seal
    
    
    28Section 10.09 Invalid Provisions
    
    
    28Section 10.10 Headings
    
    
    28Section 10.11 References/Gender/Number
    
    
    28Section 10.12 Amendments
    
    
    28Section 10.13 Facsimile Signatures
    
    
    28
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Restated Bylaws
 Of
 Sterling chemicals, Inc.
 (As amended through, and effective on, December 6, 2002)
  DGCL Certificate of Incorporation Corporation
  Offices and Records
 Registered Office and Agent
 Other Offices Board of Directors
 Books and Records
  Meetings of Stockholders
 Annual Meetings




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Special Meetings Whole Board
 Place of Meetings
 Notice of Meetings
  provided, however,
 -2-




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Public Announcement
 Voting List
 Quorum and Adjournment Voting Stock
 Adjourned Meetings provided however
 -3-




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Voting
      -4-




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Proxies
   Record Date provided however
  -5-




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Conduct of Meetings; Agenda provided however provided however
  Inspectors of Election; Opening and Closing of Polls
 provided however
  -6-




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Procedures for Bringing Business Before Meetings provided however
   -7-




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Exchange Act
   Presence at Meetings
 Stockholder Action By Written Consent
  -8-




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provided, however
     Treasury Stock
 -9-




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Nominations, Resignations, Removal, Vacancies and Compensation
 Management
 Number, Qualification and Term of Office
   Nominations
 provided, however,
 -10-




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provided, however,
     -11-




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Resignations
 Removal
 Vacancies
   Subject to Rights of Holders of Preferred Stock
 -12-




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Subject to Rights Under the Certificate of Incorporation
 Compensation
  Board of Directors  Meetings and Actions
 Regular Meetings
 Special Meetings
 Quorum; Voting provided however
 -13-




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Chairman of the Board
 Conduct of Meetings; Presiding Officer and Secretary
  Action Without Meeting
 Telephonic Meetings
  Committees of the Board of Directors
 Executive Committee
 -14-




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Other Committees
 Term
 Committee Changes; Removal provided however
 Alternate Members
 Rules and Procedures provided however
 -15-




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Action Without Meeting
 Telephonic Meetings
 Resignations
 Limitations on Authority
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provided, however,
  Officers
 Number; Titles; Qualification; Term of Office
  -17-




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Election
 Removal provided, however,
 Resignations
 Vacancies
 Salaries
 Executive Chairman
 -18-




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Chief Executive Officer
  President
  Vice Presidents
 Treasurer
 -19-




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Assistant Treasurers
 Secretary
    Assistant Secretaries
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Stock
 Certificates; Uncertificated Shares provided, however, provided further
 Signatures on Certificates
 Legends
 Lost, Stolen or Destroyed Certificates
 -21-




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Transfers of Shares
 Registered Stockholders
 Regulations
 Stock Options, Warrants, etc provided, however,
 Restrictions on Certain Transfers
 -22-




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Indemnification
 Third Party Actions provided however nolo contendere
 Actions By or in the Right of the Corporation
 -23-




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provided,
however
 Certain Limitations
 provided however
    Expenses
 -24-




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Non-Exclusivity
 Enforceability
 Survival
 Amendment
 -25-




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No Rights of Subrogation
 Definitions employee benefit plan fiduciary
  Notices and Waivers
 Methods of Giving Notices
 -26-




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Waiver of Notice
  Miscellaneous Provisions
 Dividends
 Reserves
 Checks
 Corporate Contracts and Instruments
 Limitation of Access of Stockholders to Books and Records
 -27-




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Attestation
 Fiscal Year
 Seal
 Invalid Provisions
 Headings
 References/Gender/Number
 Amendments provided however
 Facsimile Signatures
 -28-