On June 16, 2009, Sterling Chemicals, Inc. ("Sterling") and John V. Genova, President and Chief Executive Officer of Sterling ("Mr. Genova"), entered into an Amended and Restated Employment Agreement (the "Restated Employment Agreement"), a copy of which is attached to this Form 8-K as Exhibit 10.1 and incorporated by reference herein. The Restated Employment Agreement amends and restates the Employment Agreement between Sterling and Mr. Genova dated May 27, 2008 (the "Original Employment Agreement") governing Mr. Genova's employment by Sterling as its President and Chief Executive Officer.
The primary differences between the Restated Employment Agreement and the Original Employment Agreement are:
• the expansion of the slate of long-term incentive awards available to reward the achievement of predetermined long-term performance metrics to include performance units payable in cash;

• the increase of the cap on gross-up payments related to the imposition of any excise tax under Section 4999 of the Internal Revenue Code to 50% of Mr. Genova's base salary plus targeted bonus until Mr. Genova has five full years of base salary and bonus payments (i.e., December 31, 2013), at which time the cap will revert to 25% of Mr. Genova's base salary plus targeted bonus; and

• the addition of (i) the potential to receive supplemental bonuses in connection with any non-ordinary course transactions that enhance stockholder value and meet criteria set forth by Sterling's Board of Directors or the Compensation Committee of the Board of Directors (such as an acquisition, a divestiture, a merger or the formation of a joint venture), in an amount equal to 0.66% of the total value of such transaction, which supplemental bonuses would be excluded from the excise tax gross-up provisions, and (ii) the authority to allocate a bonus pool of 0.59% of such value among Sterling's other employees, including Sterling's other senior executive officers, based upon each individual's contribution towards the consummation of such transaction.

Sterling's Employee Benefits Plans Committee engaged Milliman, Inc. in May 2009 to act as its independent investment advisor and actuary for its defined benefit and defined contribution plans to assist this Committee, among other things, with the development and implementation of strategies to improve the financial performance of the assets contained in its defined benefit plans and the funding status of those plans. Sterling is currently in the process of selecting an administrator for its defined contribution and defined benefit plans. This selection process is expected to be completed over the next six weeks, with full transfer of the administration of these plans expected to be completed by year end.
Statements in this report that contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, include, but are not limited to, statements concerning the length of the turn around of Sterling's acetic acid manufacturing unit, expected capacity increases, cost savings and reliability improvements and improvement in the financial performance of assets contained in its defined benefit plans and funding status of those plans. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated or projected. A discussion of the risk factors that could impact these areas and Sterling's overall business and financial performance can be found in Sterling's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K. These factors include, among others, the timing and extent of changes in commodity prices, the cyclicality of the petrochemicals industry, petrochemicals industry production capacity and operating rates, market conditions in the petrochemicals industry, competition, changes in global economic and business conditions, increases in raw materials costs, the effects of market movements and changes in interest rates on the funding level of Sterling's defined benefit plans, regulatory initiatives, compliance with governmental regulations, compliance with environmental laws and regulations, customer preferences and various other matters, many of which are beyond Sterling's control. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this report, and Sterling undertakes no obligation to publicly update or revise any forward-looking statements. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number                                    Description

Exhibit 10.1*       Amended and Restated Employment Agreement between Sterling Chemicals,
                    Inc. and John V. Genova dated effective as of June 16, 2009

* Management contracts or compensatory plans or arrangements.