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EXHIBIT 10.4b
SECOND AMENDMENT
TO THE
STERLING CHEMICALS, INC.
AMENDED AND RESTATED SALARIED EMPLOYEES' PENSION PLAN
WHEREAS, there is reserved to Sterling Chemicals, Inc.
("Chemicals") in Section 15.1 of the Sterling Chemicals, Inc. Amended and
Restated Salaried Employees' Pension Plan (the "Plan") the right to amend the
Plan;
NOW, THEREFORE, the Plan is hereby amended by adding thereto a
new Section 9.10A to read as follows:
9.10A Canadian Employees Transferred to Salaried Basis. The
Monthly Retirement Income payable to a participant, who was an employee
of a Canadian Affiliate Company prior to the date his participation
under this Plan commenced and who is otherwise entitled to a benefit
under a defined benefit pension plan maintained by the Canadian
Affiliate Company (the "Canadian Plan"), with respect to his
participation in this Plan and his participation in the Canadian Plan
shall be the greater of:
(a) the Monthly Retirement Income or Monthly Vested
Termination Benefit computed under this Plan as if all benefit service
accrued under the Canadian Plan and this Plan had been accrued under
this Plan alone; or
(b) the sum of:
(i) the Monthly Retirement Income or Monthly Vested
Termination Benefit under this Plan computed on the basis of
his benefit service solely attributable to his service with
the Employers on and after the date his participation in this
Plan commenced; and
(ii) his non-contributory regular benefits under the
Canadian Plan determined on the basis of his benefit service
accrued under the Canadian Plan prior to the date his
participation in this Plan commenced. Such regular benefits
shall be computed on the basis of the provisions of the
Canadian Plan as in effect on the date he ceased to be an
employee of the Canadian Affiliate Company.
There shall be no duplication of benefits for the
same period of time and if paragraph (a) above is applicable, the
benefits payable hereunder shall be reduced by the actuarial
equivalence of the benefits payable under the Canadian Plan. A
participant subject to this Section 9.10A must retire under both the
Canadian Plan and this Plan at the same time.
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All terms used herein that are defined in the Plan shall have
the same meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue
in full force and effect and the Plan and this amendment shall be read, taken
and construed as one and the same instrument.
This amendment may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute but one
and the same instrument which may be evidenced by any one counterpart.
IN WITNESS WHEREOF, Chemicals has executed this instrument to
be effective as of January 1, 1997 upon the receipt of a favorable IRS
determination letter for this amendment.
STERLING CHEMICALS, INC.
By:
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