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EXHIBIT 10.4e
FIFTH AMENDMENT
TO THE
STERLING CHEMICALS, INC.
AMENDED AND RESTATED SALARIED EMPLOYEES' PENSION PLAN
WHEREAS, there is reserved to Sterling Chemicals, Inc. (the
"Company") 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 effective as of
April 1, 1999, as follows:
1. Section 4.3(b) is amended to read as follows:
Alternate Amount. The Alternate Amount shall be applicable to
any participant employed by the Employer on or after April 1,
1999 and shall be the Monthly Retirement Income equal to the
sum of (A) 1.2% times Average Monthly Earnings times Years of
Benefit Service and (B) 0.45% of Average Monthly Earnings in
excess of Average Covered Compensation times Years of Benefit
Service (not to exceed 35), times the Vested Percentage set
forth in Section 2.2; or
2. Section 4.5 is amended to read as follows:
Early Retirement - Early Payment. In lieu of the Monthly
Retirement Income payable under Section 4.4 commencing on his
Normal Retirement Date, a participant who retires on an Early
Retirement Date and does not elect to defer his Monthly
Retirement Income in accordance with Section 4.4 will be
entitled to a Monthly Retirement Income commencing on his
Early Retirement Date or, if he so elects, on the first day of
any month thereafter before his Normal Retirement Date. The
Monthly Retirement Income which is payable to a participant in
accordance with the preceding sentence will be computed by
determining the amount of Monthly Retirement Income which the
participant would have been entitled to receive under Section
4.4 commencing at his Normal Retirement Date and, except as
provided below, reducing such amount by one-fourth of one
percent for each complete calendar month by which the date his
Monthly Retirement Income payments commence precedes his
Normal Retirement Date. If the sum of the participant's age
and years of Vesting Service as of his Early Retirement Date
equals or exceeds 80, the reduction provided for above shall
apply only to the portion of such benefit calculated under
part (B) of the Alternate Amount formula in Section 4.3(b).
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3. A new 17.25 is added to Section 17 to read as follows:
Average Covered Compensation. Average Covered Compensation is
the average (without indexing) of the Social Security taxable
wage bases in effect for each calendar year during the 35-year
period ending with the last day of the calendar year in which
the participant attains (or will attain) Social Security
retirement age. In determining a participant's Average Covered
Compensation for a Plan Year, the Social Security taxable wage
base for all calendar years beginning after the first day of
the Plan Year is assumed to be the same as the Social Security
taxable wage base in effect as of the beginning of the Plan
Year for which the determination is being made. Average
Covered Compensation will be determined based on the Plan
Year.
A participant's Average Covered Compensation for a Plan Year
before the 35-year period ending with the last day of the
calendar year in which the participant attains Social Security
retirement age is the taxable wage base in effect as of the
beginning of the Plan Year. A participant's Average Covered
Compensation for a Plan Year after such 35-year period is the
participant's Average Covered Compensation for the Plan Year
during which the 35-year period ends.
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, the Company has executed this instrument
this _______________, 1999, effective for all purposes as provided above.
STERLING CHEMICALS, INC.
By:
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Name:
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Title:
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