exv10w1



 







Exhibit 10.1




Sixteenth Amendment to the

Sterling Chemicals, Inc.

Amended and Restated Salaried Employees’ Pension Plan




          Whereas, Sterling Chemicals, Inc. (the “Corporation”) currently
maintains its Amended and Restated Salaried Employees’ Pension Plan (as amended, the “Existing
Plan”);




          Whereas, Section 15.1 of the Existing Plan the Corporation has the right to amend the
Existing Plan in certain respects; and




          Whereas, the Corporation desires to amend the Existing Plan in certain respects as
provided in this Sixteenth Amendment to Amended and Restated Salaried Employees’ Pension Plan (this
“Amendment”);




          Now, Therefore, the Existing Plan is hereby amended as follows:




          Section 1. Amendment of Section 4.5 of the Existing Plan. Section 4.5 of the Existing
Plan is hereby amended, effective as of September 1, 2005, by adding a paragraph at the end thereof
to read in its entirety as follows:





Notwithstanding the above, a participant, the sum of whose age plus years of Vesting
Service equals at least 70 on his last day of employment prior to the reduction in force
announced by means of an official letter in September, 2005 from the Employer to the
participants affected by such reduction in force, is entitled at any time after
attaining 55 years of age, to commence payment of his Monthly Retirement Income on his
or her Early Retirement Date, without application of the early retirement reduction
described in the preceding paragraph.



          Section 2. Effect of Amendments. Except as amended and modified by this Amendment,
the Existing Plan shall continue in full force and effect. The Existing Plan and this Amendment
shall be read, taken and construed as one and the same instrument. Upon the effectiveness of this
Amendment, each reference in the Existing Plan to “this Plan” shall mean and be a reference to the
Existing Plan as amended hereby.




          Section 3. Binding Effect. This Amendment shall inure to the benefit of, and shall be
binding upon the Employers (as defined in the Existing Plan) and their successors and assigns and
upon the participants in the Existing Plan and their respective heirs, executors, personal
representatives, administrators, successors and assigns.




          Section 4. Severability. Should any clause, sentence, paragraph, subsection or
Section of this Amendment be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of this Amendment, and
the part or parts of this
Amendment so held to be invalid, unenforceable or void will be deemed to have been stricken
herefrom as if such stricken part or parts had never been included herein.




 









 








          Section 5. Governing Law. To The Extent Not Superseded By The Laws Of The United
States,  This Amendment Shall Be Construed and Enforced in Accordance With, and
the Rights of the Parties Shall Be Governed By, the Internal Laws of the State of Texas, Without
Reference to Principles of Conflicts of Law. 




          In Witness Whereof, the Corporation has caused this Amendment to be duly executed in
its name and on its behalf by its proper officer thereunto duly authorized as of September 1, 2005.




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Sterling Chemicals, Inc.	 	 
	 
	 	 	 	 
	 
	 	/s/ Richard K. Crump 	 	 
	 

	 	 	 	 
	 

	 	Richard K. Crump, President and Chief	 	 
	 

	 	     Executive Officer	 	 







-2-