STERLING CHEMICALS HOLDINGS INC /TX/
3RD AMENDED KEY EMPLOYEE PROTECTION PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>11
<FILENAME>h92951ex10-2.txt
<DESCRIPTION>3RD AMENDED KEY EMPLOYEE PROTECTION PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                        STERLING CHEMICALS HOLDINGS, INC.
                            STERLING CHEMICALS, INC.

             THIRD AMENDED AND RESTATED KEY EMPLOYEE PROTECTION PLAN


                             PRELIMINARY STATEMENTS

       A.     Sterling Chemicals Holdings, Inc. and Sterling Chemicals, Inc. are
              Delaware corporations.

       B.     The Holdings Board and the Chemicals Board (as such terms are
              defined below) have previously duly adopted that certain Second
              Amended and Restated Key Employee Protection Plan (the "Existing
              Plan").

       C.     On October 31, 2001, the United States Bankruptcy Court for the
              Southern District of Texas entered an order (the "Court Order")
              approving the Existing Plan, subject to certain modifications
              negotiated and agreed to by the Company (as defined below), the
              Official Committee of Unsecured Creditors, The Bank of New York,
              as Indenture Trustee, and the Ad Hoc Committee of holders of
              Chemicals' 12-3/8% Senior Secured Notes due 2006.

       D.     The Holdings Board and the Chemicals Board desire to formally
              amend the Existing Plan to incorporate the modifications required
              by the Court Order and to restate the Existing Plan as so amended
              in its entirety.

              NOW, THEREFORE, the Existing Plan is hereby amended and restated,
effective as of the Effective Date (as defined below), to read in its entirety
as follows:

                                    ARTICLE I

                         Definitions and Interpretations

              Section 1.01.Definitions. Capitalized terms used in this Plan
shall have the following respective meanings, except as otherwise provided or as
the context shall otherwise require:

              "Annual Compensation" shall mean, when used as of any date with
       reference to any Participant, the sum of (i) the highest annual base
       salary of such Participant in effect at any time during the three-year
       period ending immediately prior to the date on which the applicable
       Change of Control occurs or is deemed to have occurred plus (ii) the
       Targeted Bonus, if any, of such Participant in effect immediately prior
       to the earlier of (A) the date on which an event occurs that results in
       such Participant terminating his or her employment

<PAGE>

       for Good Reason and (B) the actual date of such Participant's termination
       by the Company for any reason other than Misconduct or Disability.

              "Applicable Multiplier" shall mean (i) when used with reference to
       any Existing Participant, the number set forth opposite such Existing
       Participant's name on Exhibit B attached hereto under the heading
       "Applicable Multiplier" and (ii) when used with reference to any other
       Participant, the multiplier specified in the Instrument of Designation
       executed and delivered by Holdings and such Participant in accordance
       with Section 2.01(b); provided, however, that in no event shall the
       Applicable Multiplier of any Participant be less than 0.50 (except as
       provided in Section 2.03) or greater than 2.75.

              "Benefit Plan" shall mean any employee benefit plan (including any
       employee benefit plan within the meaning of Section 3(3) of the Employee
       Retirement Income Security Act of 1974), program, arrangement or practice
       maintained, sponsored or provided by Holdings or any Subsidiary,
       including those relating to bonuses, incentive compensation, retirement
       benefits, stock options, stock ownership or stock awards, healthcare and
       medical benefits, disability benefits, death benefits, disability, life,
       accident and travel insurance, sick leave, vacation pay or termination
       pay.

              "CEO" shall mean the Chief Executive Officer of Holdings.

              "Chairman" shall mean the Chairman of the Board of Holdings.

              "Change of Control" shall mean the occurrence of any of the
       following events: (i) Holdings shall not be the surviving entity in any
       merger, consolidation or other reorganization (or survives only as a
       subsidiary of an entity other than a previously wholly-owned Subsidiary),
       (ii) Holdings sells, leases or exchanges all or a substantial part of its
       assets (other than in the ordinary course of business) to any other
       person or entity (other than a wholly-owned Subsidiary), (iii) Holdings
       is to be dissolved and liquidated, (iv) Chemicals sells, leases or
       exchanges all or a substantial part of its assets (other than in the
       ordinary course of business) to any other person or entity (other than
       Holdings or another wholly-owned Subsidiary), (v) Chemicals ceases to be
       a wholly-owned Subsidiary for any reason other than a merger,
       consolidation or other reorganization in which Holdings or a wholly-owned
       Subsidiary is the surviving entity, (vi) Chemicals sells, leases or
       exchanges all or substantially all of its assets to any other person or
       entity (other than Holdings or another wholly-owned Subsidiary), (vii)
       any person or entity, including a "group" as contemplated by section
       13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or
       gains ownership or control (including the power to vote) of more than 50%
       of the outstanding shares of Holdings' voting stock (based upon voting
       power), (viii) as a result of or in connection with any tender or
       exchange offer, merger or other business combination, sale of assets or
       contested election of directors (by proxy or otherwise), the persons who
       were directors of Holdings immediately prior to such offer, merger or
       other business combination, sale of assets or election shall cease to
       constitute a majority of the Holdings Board (or a majority of the board
       of directors of any successor to Holdings) or a majority of the elected
       officers of Holdings immediately prior to such offer, merger or other


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<PAGE>

       business combination, sale of assets or election shall cease to serve as
       elected officers of Holdings (or any successor to Holdings), or (ix) the
       Company sells, leases or exchanges all or substantially all of the assets
       or capital securities of any of its SBUs to any other person or entity
       (other than Holdings or another wholly-owned Subsidiary); provided,
       however, that any such sale, lease or exchange shall not constitute a
       "Change of Control" for purposes of this clause (ix) with respect to any
       Participant who was not assigned to work on a full-time basis in the
       relevant SBU at the time of such sale, lease or exchange and, provided
       further, that the sale, lease or exchange of all or substantially all of
       the assets or capital securities of Sterling Fibers, Inc. or Sterling
       Chemicals Acquisitions, Inc. (or any of its direct or indirect
       subsidiaries) shall not constitute a "Change of Control" with respect to
       any Participant.

              "Chemicals" means Sterling Chemicals, Inc. and any Successor.

              "Chemicals Board" means the Board of Directors of Chemicals.

              "Code" shall mean the Internal Revenue Code of 1986, as amended.
       Reference in this Plan to any section of the Code shall be deemed to
       include any amendments or successor provisions to such section and any
       regulations under such section.

              "Company" shall mean Holdings and the Subsidiaries, including
Chemicals.

              "Compensation Committee" shall mean the Compensation Committee of
       the Holdings Board.

              "Confirmation Date" means the date on which the United States
       Bankruptcy Court for the Southern District of Texas issues an order
       confirming a plan of reorganization for the Company.

              "Disability" shall mean, when used with reference to any
       Participant, a physical or mental condition of such Participant that, in
       the opinion of a licensed physician reasonably acceptable to Holdings and
       such Participant or his or her legal representative, (a) prevents such
       Participant from being able to perform the services required of him or
       her as an employee of the Company, (b) has continued for at least 180
       days during any period of twelve consecutive months and (c) is reasonably
       expected to continue.

              "Effective Date" shall mean October 31, 2001.

              "Existing Participants" shall mean the Participants in this Plan
       as of the Effective Date, each of whom is listed on Exhibit B attached
       hereto.

              "Existing Plan" has the meaning specified in the Preliminary
Statements.

              "Good Reason" shall mean, when used with reference to any
       Participant, any of the following actions or failures to act, but in each
       case only if it occurs (a) on or after the date


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<PAGE>

       that is 180 days prior to the date on which a Change of Control occurs
       and (b) while such Participant is employed by Holdings or any Subsidiary
       and then only if it is not consented to by such Participant in writing:

              (i)   if (but only if) such Participant is Grade S23 or higher, a
                    material change in such Participant's reporting
                    responsibilities, titles or elected or appointed offices as
                    in effect immediately prior to the effective date of such
                    change, including any change caused by the removal of such
                    Participant from, or the failure to re-elect such
                    Participant to, any material corporate office of the Company
                    held by such Participant immediately prior to such effective
                    date but excluding any such change that occurs in connection
                    with such Participant's death, disability or retirement;

             (ii)   if (but only if) such Participant is Grade S23 or higher,
                    the assignment to such Participant of duties and/or
                    responsibilities that are materially inconsistent with such
                    Participant's status, positions, duties, responsibilities
                    and functions with the Company immediately prior to the
                    effective date of such assignment;

            (iii)   a material reduction by the Company in such Participant's
                    total compensation in effect immediately prior to the
                    effective date of such reduction;

             (iv)   the failure of the Company to continue such Participant's
                    eligibility for participation in employee benefit plans,
                    programs, arrangements and practices providing benefits
                    that, in the aggregate, are at least as favorable to such
                    Participant as those provided under the Benefit Plans in
                    which he or she was a participant immediately prior to the
                    effective date of such failure;

              (v)   the failure of the Company to maintain employee benefit
                    plans, programs, arrangements and practices entitling such
                    Participant to benefits that, in the aggregate, are at least
                    as favorable to such Participant as those available to such
                    Participant under the Benefit Plans in which he or she was a
                    participant immediately prior to the effective date of such
                    failure;

             (vi)   any change of more than 75 miles (or, in the case of any
                    Participant for whom the Compensation Committee has approved
                    a shorter distance, such shorter distance) in the location
                    of the principal place of employment of such Participant
                    immediately prior to the effective date of such change;

             (vii)  any purported termination of such Participant's employment
                    for Misconduct or Disability not in accordance with the
                    provisions of Section 3.02; or

            (viii)  any purported termination of such Participant's
                    participation in this Plan not in accordance with the
                    provisions of Section 2.01(c).


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<PAGE>

       For purposes of this definition, none of the actions described in clauses
       (i) through (iii) above shall constitute a Good Reason with respect to
       any Participant if it was an isolated and inadvertent action not taken in
       bad faith by the Company and if it is remedied by the Company promptly
       after receipt of notice thereof given by such Participant. For purposes
       of this definition, any action or failure to act described in clauses (i)
       through (viii) above shall cease to be a Good Reason with respect to any
       Participant on the date which is 60 days after such Participant acquires
       actual knowledge of such action or failure to act unless, prior to such
       date, such Participant gives a Termination Notice pursuant to Section
       3.01. In the event of any dispute between the Company, on the one hand,
       and any Participant, on the other hand, with respect to the amount of
       total compensation of such Participant for purposes of clause (c) above
       or the aggregate value or level of any of such Participant's benefits for
       purposes of clause (d) or (e) above, the Company and such Participant
       shall use their best efforts to resolve such dispute themselves. If they
       are unable to resolve the dispute within 15 business days, Deloitte &
       Touche L.L.P., or such other nationally recognized accounting firm or
       employee benefits firm acceptable to the Company and such Participant,
       shall be engaged by the Company to make its own determination with
       respect to the dispute and the determination by such firm shall be final
       and binding on the Company (including the Compensation Committee) and
       such Participant. If any firm is engaged with respect to any dispute as
       aforesaid, (i) such firm shall be instructed to make its determination as
       soon as practicable and to use such materiality standard as such firm may
       determine to be reasonable under the circumstances and (ii) the
       disputants shall provide such firm with all books, records and other
       information relevant to such dispute as such firm may reasonably request.
       No firm engaged as aforesaid shall be liable or responsible to the
       Company (including the Compensation Committee) or any Participant for any
       determination made by such firm in good faith.

              "Grade" shall mean when used with reference to any Participant for
       purposes of any action described in clauses (i) and (ii) of the
       definition of Good Reason, his or her salary classification by the
       Company immediately prior to such action.

              "Holdings" means Sterling Chemicals Holdings, Inc. and any
       Successor.

              "Holdings Board" means the Board of Directors of Holdings.

              "Misconduct" shall mean, when used with reference to any
       Participant:

              (a)   the commission by such Participant of acts that are both
                    dishonest and demonstrably injurious to the Company
                    (monetarily or otherwise) in any material respect;

              (b)   the failure of such Participant to observe and comply with
                    the Company's published policies relating to alcohol and
                    drugs, harassment or antitrust;

              (c)   the failure of such Participant to observe and comply with
                    any other lawful published policy of the Company, but, in
                    the case of any such failure that is


                                      -5-
<PAGE>

                    capable of being remedied, only if such failure shall have
                    continued unremedied for more than 30 days after written
                    notice thereof is given to such Participant by Holdings
                    and/or Chemicals;

              (d)   the willful failure of such Participant to observe and
                    comply with all lawful and ethical directions and
                    instructions of the Holdings Board, the Chairman and/or the
                    CEO;

              (e)   the failure of such Participant to perform, in any material
                    respect, his or her duties with the Company, but only if
                    such failure was not caused by disability or incapacity and
                    shall have continued unremedied for more than 30 days after
                    written notice thereof is given to such Participant by
                    Holdings and/or Chemicals;

              (f)   the conviction of such Participant for a felony offense; or

              (g)   any willful conduct on the part of such Participant that
                    prejudices, in any material respect, the reputation of the
                    Company in the fields of business in which it is engaged or
                    with the investment community or the public at large, but
                    only if such Participant knew, or should have known, that
                    such conduct could have such result.

       For purposes of clauses (d) and (g) above, no act or failure to act on
       the part of any Participant shall be considered "willful" if such act or
       failure to act was done or omitted to be done by such Participant in good
       faith and with the reasonable belief that such Participant's action or
       omission was in the best interest of the Company. If any Participant is a
       party to a written employment agreement with the Company, then clause (d)
       above shall not apply to any directions or instructions that are contrary
       to or inconsistent with any of the positions, functions, duties or
       reporting responsibilities of such Participant as set forth in such
       written employment agreement or that violate any of such Participant's
       rights, privileges or immunities under such employment agreement. In case
       of any dispute regarding whether or not any conduct by a Participant
       meets any of the standards set forth in clauses (a) through (g) above,
       the burden of proof shall rest with the Company.

              "Participants" shall mean, except as otherwise provided in Section
       2.01(c), the Existing Participants and those employees of Holdings or any
       Subsidiary who are from time to time designated by the Compensation
       Committee as Participants in accordance with Section 2.01(b).

              "Pension Plan" shall mean the Sterling Chemicals, Inc. Amended and
       Restated Salaried Employees' Pension Plan (effective as of May 1, 1996)
       or any successor plan.

              "Plan" shall mean this Third Amended and Restated Key Employee
       Protection Plan, as amended, supplemented or modified from time to time
       in accordance with its terms.


                                      -6-
<PAGE>

              "Protection Period" shall mean (i) with respect to any Participant
       having an Applicable Multiplier that is greater than or equal to 1.5, the
       period commencing 180 days prior to the date on which the relevant Change
       of Control occurs and ending two years after the date on which such
       Change of Control occurs and (ii) with respect to any Participant having
       an Applicable Multiplier that is less than 1.5, the period commencing 180
       days prior to the date on which the relevant Change of Control occurs and
       ending 18 months after the date on which such Change of Control occurs.

              "Qualified Plan" shall mean a "qualified plan" within the meaning
       of section 401(a) of the Code.

              "SBU" means a strategic business unit of the Company.

              "Severance Amount" has the meaning specified in Section
       2.02(a)(i).

              "Subsidiary" shall mean any corporation, limited partnership,
       general partnership, limited liability company or other form of entity a
       majority of any class of voting stock or other voting rights of which is
       owned, directly or indirectly, by Holdings.

              "Substantial Part of its Assets" means (i) all or substantially
       all of the assets of the Company comprising its Texas City, Texas
       facility or (ii) all or substantially all of the assets of the Company
       comprising its pulp chemicals business.

              "Successor" shall mean (i) with respect to all Participants, a
       successor to all or substantially all of the business, operations or
       assets of the Company or any Substantial Part of its Assets (whether
       direct or indirect, by purchase, merger, consolidation or otherwise), and
       (ii) with respect to any Participant as to whom a Change of Control is
       deemed to have occurred pursuant to clause (vii) of the definition of
       Change of Control, the person or entity to or with whom the Company sold,
       leased or exchanged all or substantially all of the assets or capital
       securities of the relevant SBU.

              "Targeted Bonus" shall mean (i) when used with reference to any
       Existing Participant at any time, the amount set forth opposite such
       Existing Participant's name on Exhibit B attached hereto under the
       heading "Targeted Bonus" and (ii) when used with reference to any other
       Participant at any time, the amount determined by multiplying (A) the
       annual base salary of such Participant in effect immediately prior to the
       earlier of (x) the date on which an event occurs that results in such
       Participant terminating his or her employment for Good Reason and (y) the
       actual date of such Participant's termination by the Company for any
       reason other than Misconduct or Disability times (B) such Participant's
       Target Bonus Percentage, if any, in effect on such earlier date under the
       Company's bonus plan for salaried employees.

              "Termination Date" shall mean, with respect to any Participant,
       the termination date specified in the Termination Notice delivered by
       such Participant to the Company in accordance with Section 3.01 or the
       actual date of termination of such Participant's


                                      -7-
<PAGE>
       employment by the Company for any reason other than Misconduct or
       Disability, as applicable.

              "Termination Notice" shall mean, as appropriate, (a) a notice from
       a Participant to Holdings purporting to terminate such Participant's
       employment for Good Reason in accordance with Section 3.01 or (b) a
       notice from Holdings and/or Chemicals to any Participant purporting to
       terminate such Participant's employment for Misconduct or Disability in
       accordance with Section 3.02.

              Section 1.02.Interpretation. In this Plan, unless a clear contrary
intention appears, (a) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Plan as a whole and not to any particular
Article, Section or other subdivision, (b) reference to any Article or Section,
means such Article or Section hereof and (c) the words "including" (and with
correlative meaning "include") means including, without limiting the generality
of any description preceding such term. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

                                   ARTICLE II

                            Eligibility and Benefits

              Section 2.01.Eligible Employees. (a) This Plan is only for the
benefit of Participants, and no other employees or personnel shall be eligible
to participate in this Plan or to receive any rights or benefits hereunder.

              (b) In addition to the Existing Participants, the Compensation
Committee shall be authorized from time to time after the Effective Date to
designate one or more members of a select group of management or highly
compensated employees of the Company as Participants. Each such designation
shall be evidenced by an Instrument of Designation signed by Holdings and the
Participant substantially in the form of Exhibit A hereto. Each such Instrument
of Designation, and the designation evidenced thereby, shall be binding on the
Company.

              (c) In the event that the Holdings Board determines in good faith
that any Participant is no longer a key employee of the Company and thus should
not continue to participate in this Plan, the Holdings Board shall be permitted,
subject to the limitations set forth below, to terminate such Participant's
participation in this Plan on such date as shall be specified by written notice
delivered to such Participant not less than 60 days prior to the date so
specified, which notice shall state that it is a termination notice given
pursuant to this Section 2.01(c). Upon the effective date of such termination,
such Participant shall cease to be a Participant and, accordingly, such
Participant shall no longer be entitled to receive any rights or benefits
hereunder; provided, however, that such termination shall not affect the rights
or benefits of such Participant or the obligations of the Company accrued under
this Plan as of the effective date of such termination or the rights or benefits
of such Participant or the obligations of the Company accruing under this Plan
after the effective date of such termination on account of any Change of Control
that occurred on or before such effective date or that occurs within 180 days
after such


                                      -8-
<PAGE>

effective date. Notwithstanding the foregoing, the Compensation Committee shall
not be permitted to terminate any Participant's participation in this Plan
unless the sole reason therefor is that, in the good faith opinion of the
Compensation Committee, such Participant has ceased to be a key employee of the
Company and thus should not continue to participate in this Plan. Without
limitation of the foregoing, the Compensation Committee may not terminate any
Participant's participation in this Plan if such termination is directly or
indirectly related to, connected with, in anticipation of, in furtherance of,
pursuant to the terms of or during the pendency of any Change of Control or is
for the purpose of directly or indirectly encouraging or facilitating a Change
of Control. In case of any dispute regarding whether or not any purported
termination of any Participant's participation in this Plan is permitted by, or
satisfies any of the requirements of, this paragraph (c), the burden of proof
shall rest with the Company.

              Section 2.02. Description of Benefits Triggered by Termination
following a Change of Control. (a) Each Participant shall be entitled to receive
the benefits described below if a Change of Control occurs after the Effective
Date and if, during the Protection Period for such Participant, either such
Participant terminates or has terminated his or her employment for Good Reason
in accordance with Section 3.01 or the Company terminates or has terminated such
Participant's employment for any reason other than a termination for Misconduct
or Disability in accordance with Section 3.02:

              (i) the Company shall pay to such Participant, within 30 days
       after such Participant's Termination Date or, in the event that such
       Participant's Termination Date occurred within the 180-day period
       immediately preceding the occurrence of a Change of Control, within 30
       days after such Change of Control, a lump sum cash payment equal to the
       sum of (A) an amount (the "Severance Amount") equal to (subject to
       Section 2.04(b)) (x) such Participant's Annual Compensation times such
       Participant's Applicable Multiplier minus (y) an amount equal to 50% of
       the aggregate cash compensation paid to such Participant by the Company
       or a Successor after the Confirmation Date, plus (B) all unused vacation
       time accrued by such Participant as of the Termination Date under the
       Company's vacation policy, plus (C) all accrued but unpaid compensation
       earned by such Participant as of the Termination Date, plus (D) all
       unpaid vested benefits earned or accrued by such Participant as of the
       Termination Date under any Benefit Plan (other than a Qualified Plan) in
       effect immediately prior to the date on which the Change of Control
       occurs; provided, however, that (x) any amounts payable to any
       Participant pursuant to this clause (i) shall be reduced by an amount
       equal to the aggregate amount previously paid to such Participant by the
       Company pursuant to Section 2.03 by reference to this clause (i), and (y)
       in the event that a Participant becomes entitled to benefits under this
       Plan in connection with the liquidation of all or substantially all of
       the Company's assets for salvage or equivalent value, the Severance
       Amount payable to such Participant shall be reduced by 25%; and

             (ii) for a period of 24 months (including 18 months of COBRA
       coverage) following the Termination Date (including any period during
       which such Participant was covered by such plans and programs pursuant to
       Section 2.03), such Participant shall continue to be covered by all life,
       health care, medical and dental insurance plans and programs (excluding
       disability) of the Company by which he or she was covered on the
       Termination Date


                                      -9-
<PAGE>
       notwithstanding any subsequent termination or amendment of any such plan
       or programs and notwithstanding any eligibility provisions thereof to the
       contrary, provided that (A) such Participant makes a timely COBRA
       election following the Termination Date and (B) such Participant pays the
       regular employee premium required by such plans and programs or by COBRA,
       as the case may be.

              (b) No Participant shall be entitled to receive any of the
benefits described in this Section 2.02 on account of any Change of Control
unless (i) such Change of Control occurred (A) while such Participant was
employed by the Company or (B) within 180 days after such Participant's
Termination Date and (ii) either such Participant terminates or has terminated
his or her employment for Good Reason in accordance with Section 3.01 or the
Company terminates or has terminated such Participant's employment for any
reason other than a termination for Misconduct or Disability in accordance with
Section 3.02, in each case, during the Protection Period for such Participant.

              (c) Notwithstanding anything to the contrary contained in this
Plan, no Participant whose employment is terminated by the Company or a
Successor after the Confirmation Date shall be entitled to receive his or her
Severance Amount unless and until such Participant agrees in writing that he or
she will repay to the Company or its Successor, as the case may be, a Pro Rata
Portion of any Severance Amount received by such Participant if such Participant
is offered and accepts reemployment by the Company or its Successor within one
year after such Participant's Termination Date. For purposes of this Plan, "Pro
Rata Portion" means, with respect to any Participant, (i) the Severance Amount
received by such Participant times a fraction, (A) the numerator of which is the
number of days from such Participant's reemployment date to the date which is
the first anniversary of such Participant's Termination Date, and (B) the
denominator of which is 365, minus (ii) such amount as may be required to ensure
that the net after tax amount retained by such Participant after any repayment
to the Company pursuant to this paragraph (c) is equivalent to the net after tax
amount that would have been retained by such Participant had such Participant
originally received and paid taxes on an amount equal to the Severance Amount
received by such Participant minus the amount determined under clause (i) of
this definition.

              Section 2.03.Description of Benefits Triggered by Termination
Without a Change of Control. If, under circumstances where Section 2.02 is
inapplicable, any Participant terminates his or her employment for Good Reason
in accordance with Section 3.01 or the Company terminates such Participant's
employment for any reason other than a termination for Misconduct or Disability
in accordance with Section 3.02, then such Participant shall be entitled to
receive, and the Company shall be obligated to pay and provide, all the benefits
described in Section 2.02 the same as if a Change of Control had occurred on the
date which is 60 days prior to the relevant Termination Date; provided, however,
that, for purposes of calculating the Severance Amount payable to such
Participant under this Section 2.03, the Applicable Multiplier of such
Participant shall be reduced by 50%. In the case of each termination of
employment covered by this Section 2.03, a Change of Control shall be deemed to
have occurred on the date which is 60 days prior to the relevant Termination
Date and, accordingly, all other provisions of this Plan shall be construed as
if a Change of Control had actually occurred on such date.


                                      -10-
<PAGE>

              Section 2.04.Additional Provisions Relating to Benefits under
Sections 2.02 and 2.03. (a) Anything in this Plan to the contrary
notwithstanding, (i) the Company shall not be obligated to pay a Severance
Amount to any Participant below Grade S23 or continue the non-COBRA benefits
described in Section 2.02(a)(ii) for such Participant if the Termination Date is
after such Participant's normal Retirement Date (as defined in the Pension Plan)
and (ii) the Company's obligation to continue the benefits described in Section
2.02(a)(ii) for any Participant shall cease if and when such Participant becomes
employed, on a full-time basis, by a third party which provides such Participant
with substantially similar benefits.

              (b) Anything in this Plan to the contrary notwithstanding, the
amount of the Severance Amount payable to any Participant under this Plan shall
be reduced by the aggregate amount of all separation, severance or termination
payments due to such Participant under (i) any Benefit Plan (other than this
Plan), (ii) any agreement between such Participant and the Company or (ii) any
applicable law, statute, rule, regulation, order or decree (or other
pronouncement having the effect of law) of any nation or governmental authority.

              Section 2.05.Certain Additional Payments by the Company. Anything
in this Plan to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution to or for the benefit of any
Participant under this Plan (the "Triggering Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest or
penalties, being collectively referred to below as the "Excise Tax"), then such
Participant shall be entitled to receive from the Company an additional payment
(the "Gross-Up Payment") in an amount such that after payment by such
Participant of all taxes (including any interest or penalties imposed with
respect to such taxes) including any Excise Tax imposed on the Gross-Up Payment,
such Participant retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Triggering Payment. Notwithstanding the foregoing, in no
event shall any Participant be entitled to receive a Gross-Up Payment greater
than 25% of such Participant's Annual Compensation. All determinations required
to be made under this Section 2.05 with respect to a particular Participant
shall be made by the independent accounting firm then retained by Holdings in
the ordinary course of business (which firm shall provide detailed supporting
calculations to the Company and such Participant) and such determinations shall
be final and binding on the Company (including the Compensation Committee) and
all Participants.

              Section 2.06.Cost of Plan; Plan Unfunded; Participant's Rights
Unsecured. The entire cost of this Plan shall be borne by the Company, and no
contributions shall be required of the Participants. The Company shall not be
required to establish any special or separate fund or make any other segregation
of funds or assets to assure the payment of any benefit hereunder. The right of
any Participant to receive the benefits provided for herein shall be an
unsecured claim against the general assets of the Company.


                                      -11-
<PAGE>

                                   ARTICLE III

                               Termination Notices

              Section 3.01.Termination Notices from Participants. For purposes
of this Plan, in order for any Participant to terminate his or her employment
for Good Reason, such Participant must give a written notice of termination to
Holdings and/or Chemicals, which notice shall be in writing and signed by such
Participant, shall be dated the date it is given to Holdings and/or Chemicals,
shall specify the termination date and shall state that the termination is for a
Good Reason and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for such Good Reason. Any Termination Notice given by
a Participant that is not in compliance, in all material respects, with the
foregoing requirements shall be invalid and ineffective for purposes of this
Plan. If Holdings or Chemicals receives from any Participant a Termination
Notice that it believes is invalid and ineffective as aforesaid, it shall
promptly notify such Participant of such belief and the reasons therefor.

              Section 3.02.Termination Notices from Company. For purposes of
this Plan, in order for the Company to terminate any Participant's employment
for Misconduct, Holdings and/or Chemicals must give a written notice of
termination to such Participant, which notice shall be dated the date it is
given to such Participant, shall specify the termination date and shall state
that the termination is for Misconduct and shall set forth in reasonable detail
the particulars thereof. For purposes of this Plan, in order for the Company to
terminate any Participant's employment for Disability, Holdings and/or Chemicals
must give a written notice of termination to such Participant, which notice
shall be dated the date it is given to such Participant, shall specify the
termination date and shall state that the termination is for Disability and
shall set forth in reasonable detail the particulars thereof. Any Termination
Notice given by Holdings and/or Chemicals that is not in compliance, in all
material respects, with the foregoing requirements shall be invalid and
ineffective for purposes of this Plan. Any Termination Notice purported to be
given by Holdings and/or Chemicals to any Participant after the death or
retirement of such Participant shall be invalid and ineffective.

                                   ARTICLE IV

                               Dispute Resolution

              Section 4.01.Negotiation. Subject to Section 4.03, in case a
dispute or controversy shall arise between any Participant (or any person
claiming by, through or under any Participant) and the Company (including the
Compensation Committee) relating to or arising out of this Plan, either
disputant may give written notice to the other disputant ("Dispute Notice") that
it wishes to resolve such dispute or controversy by negotiations, in which event
the disputants shall attempt in good faith to negotiate a resolution of such
dispute or controversy. If the dispute or controversy is not so resolved within
30 days after the effective date of the Dispute Notice, subject to Section 4.03,
either disputant may initiate arbitration of the matter as provided in Section
4.02. All negotiations pursuant to this Section 4.01 shall be held at the
Company's principal offices in Houston, Texas (or such other place as the
disputants shall mutually agree) and shall be treated as


                                      -12-
<PAGE>
compromise and settlement negotiations for the purposes of the federal and state
rules of evidence and procedure.

              Section 4.02.Arbitration. Subject to Section 4.03, any dispute or
controversy arising out of or relating to this Plan which has not been resolved
by negotiations in accordance with Section 4.01 within 30 days of the effective
date of the Dispute Notice shall, upon the written request of either disputant,
be finally settled by arbitration conducted expeditiously in accordance with the
labor arbitration rules of the American Arbitration Association. The arbitrator
shall be not empowered to award damages in excess of compensatory damages and
each disputant shall be deemed to have irrevocably waived any damages in excess
of compensatory damages. The arbitrator's decision shall be final and legally
binding on the disputants and their successors and assigns. The fees and
expenses of the arbitrator shall be borne solely by the prevailing disputant or,
in the event there is no clear prevailing disputant, as the arbitrator deems
appropriate. All arbitration conferences and hearings shall be held in Houston,
Texas.

              Section 4.03.Exclusivity, etc. The dispute resolution procedures
set forth in Sections 4.01 and 4.02 shall not apply to any matter which, by the
express provisions of this Plan, is to be finally determined by the Compensation
Committee or by an accounting firm or employee benefits firm. No legal action
may be brought with respect to this Plan except for the purpose of specifically
enforcing the provisions of this Article IV or for the purpose of enforcing any
arbitration award made pursuant to Section 4.02.

                                    ARTICLE V

                            Miscellaneous Provisions

              Section 5.01.Cumulative Benefits. Except as provided in Section
2.04(b), the rights and benefits provided to any Participant under this Plan are
cumulative of, and are in addition to, all of the other rights and benefits
provided to such Participant under any Benefit Plan or any agreement between
such Participant and the Company.

              Section 5.02.No Mitigation. No Participant shall be required to
mitigate the amount of any payment provided for in this Plan by seeking or
accepting other employment following a termination of his or her employment with
the Company or otherwise. Except as otherwise provided in Section 2.02(c), the
amount of any payment provided for in this Plan shall not be reduced by any
compensation or benefit earned by a Participant as the result of employment by
another employer or by retirement benefits. The Company's obligations to make
payments to any Participant required under this Plan shall not be affected by
any set off, counterclaim, recoupment, defense or other claim, right or action
that the Company may have against such Participant.

              Section 5.03.Amendment and Termination. (a) The Holdings Board and
the Chemicals Board shall be entitled to terminate this Plan at any time and for
any reason; provided, however, that in no event shall such termination become
effective with respect to any Participant prior to 90 days after notice of such
termination is given to such Participant.


                                      -13-
<PAGE>

              (b) The Holdings Board and the Chemicals Board shall be entitled
to amend this Plan at any time and for any reason; provided, however, that no
amendment that would effectively reduce, alter, suspend or otherwise impair or
prejudice the rights and benefits (whether accrued or unaccrued) of any
Participant in any material respect (a "Material Amendment") shall become
effective with respect to any Participant prior to 90 days after notice of such
amendment is given to such Participant. For purposes of this paragraph (b), the
termination of a Participant's participation in this Plan in accordance with
Section 2.01(c) shall not be deemed to be an amendment of this Plan.

              (c) Notwithstanding the foregoing, no termination of this Plan and
no Material Amendment shall be effective with respect to, binding upon or reduce
any benefits payable hereunder to, any person who at the time is a Participant
if such termination or Material Amendment is (i) directly or indirectly related
to, connected with, in anticipation of, in furtherance of, pursuant to the terms
of or during the pendency of any Change of Control or is for the purpose of
directly or indirectly encouraging or facilitating a Change of Control or (ii)
made within 180 days prior to the date of any Change of Control.

              (d) No termination or amendment of this Plan shall affect the
rights or benefits of any Participant or the obligations of the Company accrued
under this Plan as of the effective date of such termination or amendment or any
of the rights or benefits of such Participant or the obligations of the Company
accruing under this Plan after the effective date of such termination or
amendment on account of any Change of Control that occurred prior to such
effective date or within 180 days after such effective date. If any Participant
shall become entitled to benefits under this Plan during the term of this Plan,
then, notwithstanding the termination or amendment of this Plan, the benefits
payable hereunder to such Participant shall be paid in full.

              (e) In case of any dispute regarding whether or not any purported
termination or amendment of this Plan is permitted by, or satisfies any of the
requirements of, this Section 5.03, the burden of proof shall rest with the
Company.

              Section 5.04.Enforceability. The provisions of this Plan (i) are
for the benefit of, and may be enforced directly by, each Participant the same
as if the provisions of this Plan were set forth in their entirety in a written
instrument executed and delivered by the Company and such Participant and (ii)
constitute a continuing offer to all present and future Participants. Holdings
and Chemicals, by their adoption of this Plan, (a) acknowledge and agree that
each present and future Participant has relied upon and will continue to rely
upon the provisions of this Plan in becoming, and serving as, an employee of the
Company, (b) waive reliance upon, and all notices of acceptance of, this Plan by
the Participants and (c) acknowledge and agree that no present or future
Participant shall be prejudiced in his or her right to enforce directly the
provisions of this Plan in accordance with the terms by any act or failure to
act on the part of the Company.

              Section 5.05.Administration. (a) The Compensation Committee shall
have full and final authority to make determinations with respect to the
administration of this Plan, to construe


                                      -14-
<PAGE>
and interpret its provisions and to take all other actions deemed necessary or
advisable for the proper administration of this Plan, but such authority shall
be subject to the provisions of this Plan. Subject to Section 2.02(c), the
Compensation Committee shall have no authority to change or modify the level of
benefits provided for Participants under this Plan. No discretionary action by
the Compensation Committee shall amend or supersede the express provisions of
this Plan. In making determinations and taking other actions with respect to
this Plan, the members of the Compensation Committee will be deemed to be
fiduciaries with the same duties imposed upon plan fiduciaries by the Employee
Retirement Income Security Act of 1974.

              (b) The members of the Compensation Committee shall receive no
additional compensation for their services relating to this Plan. Any expenses
properly incurred by the Compensation Committee incident to this Plan, including
the cost of any bond required by applicable law, shall be paid by the Company.

              (c) The Company shall indemnify and hold harmless each member of
the Compensation Committee against and all expenses and liabilities arising out
of his or her administrative functions or fiduciary responsibilities, including
any expenses and liabilities that are caused by or result from an act or
omission constituting the negligence of such member in the performance of such
functions or responsibilities, but excluding expenses and liabilities that are
caused by or result from such member's own gross negligence or willful
misconduct. Expenses against which such member shall be indemnified hereunder
shall include, without limitation, the amounts of any settlement or judgment,
costs, counsel fees, and related charges reasonably incurred in connection with
a claim asserted or a proceeding brought or settlement thereof.

              Section 5.06.Release of Claims. As a condition to receipt of the
benefits under this Plan, a Participant will be required to sign an agreement,
to be prepared by Holdings, in which he or she releases the Company and its
successors, assigns, divisions, subsidiaries, representatives, agents, officers,
directors, stockholders, and employees from any claims, demands and/or causes of
action relating to or arising out of the termination of his or her employment
with the Company, including, but not limited to any statutory claims under the
Age Discrimination in Employment Act of 1967, the Americans with Disabilities
Act of 1990, the Civil Rights Acts of 1964 and 1991, and/or the Texas Commission
on Human Rights Act.

              Section 5.07.Assignability. The Company shall have the right to
assign this Plan and to delegate its duties and obligations hereunder, but not
otherwise; provided, however, that no such assignment shall relieve or discharge
the Company of or from any of its obligations under this Plan. Unless otherwise
approved by the Compensation Committee, no Participant shall transfer or assign
any of his or her rights under this Plan except by will or the laws of descent
and distribution.

              Section 5.08.Consolidations, Mergers, Etc. Each of Holdings and
Chemicals will require any person, firm or entity which becomes its Successor to
expressly assume and agree to perform this Plan in writing, in the same manner
and to the same extent that Holdings or Chemicals, as the case may be, would be
required to perform hereunder if no such succession had taken place.


                                      -15-
<PAGE>

              Section 5.09.Successors and Assigns. This Plan shall be binding
upon and inure to the benefit of the Company and its successors and assigns.
This Plan and all rights of each Participant shall inure to the benefit of and
be enforceable by such Participant and his or her personal or legal
representatives, executors, administrators, heirs and permitted assigns. If any
Participant should die while any amounts are due and payable to such Participant
hereunder, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Plan to such Participant's devisees, legatees
or other designees or, if there be no such devisees, legatees or other
designees, to such Participant's estate.

              Section 5.10.Notices. All notices and other communications
provided for in this Plan shall be in writing and shall be sent, delivered or
mailed, addressed as follows: (i) if to Holdings, Chemicals or any other
Subsidiary, at Holdings' principal office address or such other address as
Holdings may have designated by written notice to all Participants for purposes
hereof, directed to the attention of the Treasurer, and (ii) if to any
Participant, at his or her residence address on the records of Holdings or to
such other address as he or she may have designated to Holdings in writing for
purposes hereof. Each such notice or other communication shall be deemed to have
been duly given or mailed by United States registered mail, return receipt
requested, postage prepaid, except that any change of notice address shall be
effective only upon receipt.

              Section 5.11.Tax Withholdings. The Company shall have the right to
deduct from any payment hereunder all taxes (federal, state or other) which it
is required to be withhold therefrom.

              Section 5.12.No Employment Rights Conferred. Nothing contained in
this Plan shall (i) confer upon any Participant any right with respect to
continuation of employment with the Company or (ii) subject to the rights and
benefits of any Participant hereunder, interfere in any way with the right of
the Company to terminate such Participant's employment at any time.

              Section 5.13.Governing Law. This Plan shall be governed in
accordance with the laws of the State of Texas and applicable federal law.

              IN WITNESS WHEREOF, and as conclusive evidence of the adoption of
this Plan by the Holdings Board and the Chemicals Board, Holdings and Chemicals
have each caused this Plan to be duly executed in its name and behalf by its
proper officer thereunto duly authorized as of the Effective Date.

                                       STERLING CHEMICALS HOLDINGS, INC.



                                       By:
                                          -------------------------------------
                                       Printed Name:
                                                     --------------------------
                                       Title:
                                              ---------------------------------



                                      -16-
<PAGE>
                                       STERLING CHEMICALS, INC.



                                       By:
                                          -------------------------------------
                                       Printed Name:
                                                     --------------------------
                                       Title:
                                              ---------------------------------


                                      -17-
<PAGE>

                                    EXHIBIT A

                        STERLING CHEMICALS HOLDINGS, INC.

                            Instrument of Designation


              THIS INSTRUMENT OF DESIGNATION (this "Instrument") is intended to
evidence the designation by the Compensation Committee of the Board of Directors
of Sterling Chemicals Holdings, Inc., a Delaware corporation (the
"Corporation"), of the undersigned employee as a "Participant," within the
meaning of that certain Third Amended and Restated Key Employee Protection Plan
of the Corporation and Sterling Chemicals Holdings, Inc., a Delaware
corporation, with an Applicable Multiplier (as defined therein) of
_____________.

              IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officer to execute this Instrument effective as of the date set forth below.


Dated: ___________________              STERLING CHEMICALS HOLDINGS, INC.



                                        By:
                                            -----------------------------------
                                        Printed Name:
                                                     --------------------------
                                        Title:
                                              ---------------------------------


EMPLOYEE:




Printed Name:
              ---------------------------------------



                                       A-i
<PAGE>


                                    EXHIBIT B

                      Participants as of the Effective Date

<Table>
<Caption>
      Name                                 Applicable Multiplier                   Targeted Bonus
<S>                                        <C>                                  <C>
Frank P. Diassi                                     1.50                               $225,000
David G. Elkins                                     2.75                               $210,000
Richard K. Crump                                    2.00                               $150,000
Paul G. Vanderhoven                                 2.00                                $66,667
Kenneth M. Hale                                     2.00                                $46,667
Paul Timmons                                        2.00                                $40,200
Paul K. Saunders                                    2.00                                $45,600
John Beaver                                         1.00                                $25,000
Eugene Kenyon                                       1.00                                $44,800
Wayne R. Parker                                     1.00                                $44,800
John S. Land                                        1.00                                $52,267
Paul C. Rostek                                      1.00                                $44,800
Robert W. Fransham                                  1.00                                $35,233
Daniel R. Withers                                   1.00                                $27,980
Donald Denby                                        1.00                                $26,968
Walter B. Treybig                                   1.00                                $34,767
</Table>


                                       B-i

</TEXT>
</DOCUMENT>
