exv10w2



 







Exhibit 10.2




Seventeenth 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, for purposes of complying with the automatic rollover rules and other
requirements of Section 401(a)(31)(B) of the Internal Revenue Code of 1986, as amended, the
Corporation, as plan sponsor, desires to, and hereby elects to, modify the cash-out provisions of
the Existing Plan to eliminate mandatory distributions for vested accrued benefits with a present
value in excess of $1,000, as provided in this Seventeenth 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 9.7 of the Existing Plan. Section 9.7 of the Existing
Plan is hereby amended by adding a paragraph at the end thereof to read in its entirety as follows:





Notwithstanding any other provision of this Section, if the Actuarially Equivalent
present value of any retirement benefit payable under the Plan to a participant is
greater than $1,000, such Actuarially Equivalent present value shall not be paid to the
participant in a single sum payment prior to the later of (i) the date the participant
attains age 62 or (ii) the participant’s Normal Retirement Date, unless the participant
consents in writing to such distribution. The provisions of this paragraph shall not
apply to a distribution to a participant’s surviving spouse or an alternate payee under
a qualified domestic relations order.



          Section 2. Basis of Amendment. The provisions of this Amendment applicable to the
Existing Plan if the Corporation selects Option 1 are based on the Model Amendment provided by the
Internal Revenue Service in Notice 2005-5.




          Section 3. 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. This Amendment shall supersede
any provisions of the Existing Plan to the extent those provisions are inconsistent with the
provisions of this Amendment. 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 4. 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 5. 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 6. 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 effective as to any
distributions from the Existing Plan, as amended, hereby, made on or after March 28, 2005.




	 	 	 	 	 
	 

	 	 	 	 
	 

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

	 	 	 	 
	 

	 	Richard K. Crump, President and Chief	 	 
	 

	 	     Executive Officer	 	 







-2-