STERLING CHEMICAL INC
3RD AMEND.TO 6TH AMENDED SAVINGS & INVESTMENT PLAN
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>15
<FILENAME>h02973exv10w7.txt
<DESCRIPTION>3RD AMEND.TO 6TH AMENDED SAVINGS & INVESTMENT PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

                                 THIRD AMENDMENT
                        TO THE SIXTH AMENDED AND RESTATED
                           SAVINGS AND INVESTMENT PLAN

         WHEREAS, Sterling Chemicals, Inc. (the "Corporation") currently
maintains its Sixth Amended and Restated Savings and Investment Plan (the
"Existing Plan")

         WHEREAS, Section 16.01 of the Existing Plan authorizes and empowers the
Committee to adopt amendments that do not materially increase the costs or
obligations of participating employers under this Existing Plan;

         WHEREAS, the Corporation desires to amend the Existing Plan to reflect
the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), as
well as the distribution options available to participants;

         WHEREAS, the Corporation has determined that amending the Existing Plan
to reflect EGTRRA will not materially increase the costs and obligations of
participating employers;

         NOW, THEREFORE, the Existing Plan is amended as follows:

1.   Amendment of Section 10.03(b) of the Existing Plan. Effective October 29,
     2002, Section 10.03(b) is amended to replace the first two paragraphs to
     read as follows:

         Lump Sum Deferral Option. If the vested value of a Participant's
         Account balances as of such Participant's Settlement Date (or as of the
         date of any prior withdrawal) exceeds $5,000, such Participant may
         elect to receive payment of the balances in his or her Accounts as
         follows:

         (i)      in a Lump Sum Distribution as set forth in paragraph (a) above
                  as soon as practicable after such Participant's Settlement
                  Date; or

         (ii)     in a lump sum at any time after his or her termination,
                  provided any distribution must satisfy Section 10.04(b) (a
                  "Lump Sum Deferral Option").

         If such Participant fails to make an election under clause (i) or (ii)
         above, such Participant shall be deemed to have elected a Lump Sum
         Deferral Option under clause (ii). There shall be no immediate
         distribution of a Participant's Account balances when his or her vested
         Account balances exceed $5,000 in the aggregate. A Participant's
         Account balances are immediately distributable if any part of the
         Account balances may be distributed to such Participant before the
         later Normal Retirement Age or age 62. However, this paragraph (b)
         shall not be applicable after the death of a Participant.

2.   Amendment of Section 10.03(c) of the Existing Plan. Effective January 1,
     2003, Section 10.03(c) is amended to add a paragraph to the end, to read
     as follows:

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         "Effective January 1, 2003, Participants may no longer elect to receive
         an Installment Payout Option under this Section. However, payments will
         continue to be paid pursuant to an Installment Payout Option filed with
         the Committee prior to January 1, 2003."

3.   Amendment of Section 10.03(d) of the Existing Plan. Effective January 1,
     2003, Section 10.03(d) is amended to add a paragraph to the end, to read
     as follows:

         "Effective January 1, 2003, Participants may no longer elect to receive
         a Life Expectancy Payout Option under this Section. However, payments
         will continue to be paid pursuant to a Life Expectancy Payout Option
         filed with the Committee prior to January 1, 2003."

4.   Amendment of Section 10.03(e). Effective January 1, 2003, Section
     10.03(e) is amended to add a paragraph to the end, to read as follows:

         "Effective January 1, 2003, Cytec Employees may no longer elect to
         receive an annuity under this Section. However, annuity payments will
         continue to be paid pursuant to an annuity election filed by a Cytec
         Employee with the Committee prior to January 1, 2003."

5.   Amendment of Section 10.03(f) of the Existing Plan. Effective October 29,
     2002, the first sentence of Section 10.03(f) is amended to read as follows:

         "Any distribution to a Participant who has a vested benefit which
         exceeds, or has ever exceeded, $5,000 at the time of any prior
         distribution shall require such Participant's consent if such
         distribution commences prior to the time benefits must commence to be
         paid pursuant to Section 10.04(b)."

6.   Amendment of Section 10.03(g) of the Existing Plan. Effective October 29,
     2002, a new Section 10.03(g) is added to read as follows:

         "(g) Partial Distribution. Twice each calendar year, a terminated
         Participant may elect to withdraw up to the vested balance of any of
         his or her Accounts. The minimum withdrawal shall be the lesser of $500
         and the entire vested balance of the relevant Account. Withdrawals from
         the Accounts shall be made in the accordance with Plan administrative
         procedures."

7.   Amendment of Section 10.04(a) of the Existing Plan. Effective October 29,
     2002, the introductory clause in Section 10.04(a) is amended to read as
     follows:

         "(a) Unless a Participant elects otherwise, or if deemed to have
         elected otherwise pursuant to Section 10.03(b), payment of benefits
         under this Plan to a Participant shall not commence later than the 60th
         day after the latest of the end of the Plan Year during which:"

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8.   Amendment of Section 10.04(c) of the Existing Plan. Effective January 1,
     2003, Section 10.04(c) is amended to read as follows:

         (c)          Minimum Required Distributions under Code section
                      401(a)(9)

                  (i)      General Rules

                           (1)      Effective Date. This Section will apply for
                                    purposes of determining required minimum
                                    distributions for calendar years beginning
                                    with the 2003 calendar year.

                           (2)      Precedence. The requirements of this Section
                                    will take precedence over any inconsistent
                                    provisions of the Plan.

                           (3)      Requirements of Treasury Regulations
                                    Incorporated. All distributions required
                                    under this Section will be determined and
                                    made in accordance with the Treasury
                                    regulations under section 401(a)(9) of the
                                    Internal Revenue Code.

                           (4)      TEFRA Section 242(b)(2) Elections.
                                    Notwithstanding the other provisions of this
                                    Section, distributions may be made under a
                                    designation made before January 1, 1984, in
                                    accordance with section 242(b)(2) of the Tax
                                    Equity and Fiscal Responsibility Act (TEFRA)
                                    and the provisions of the Plan that relate
                                    to section 242(b)(2) of TEFRA.

                  (ii)     Time and Manner of Distribution

                           (1)      Required Beginning Date. The Participant's
                                    entire interest will be distributed, or
                                    begin to be distributed, to the Participant
                                    no later than the Participant's required
                                    beginning date.

                           (2)      Death of Participant Before Distributions
                                    Begin. If the Participant dies before
                                    distributions begin, the Participant's
                                    entire interest will be distributed as a
                                    lump sum as soon as practicable after the
                                    Participant's death.

                 (iii)     Required Minimum Distributions During Participant's
                           Lifetime

                           (1)      Amount of Required Minimum Distribution For
                                    Each Distribution Calendar Year. During the
                                    Participant's lifetime, the minimum amount
                                    that will be distributed for each
                                    distribution calendar year is the lesser of:

                                    (A)     the quotient obtained by dividing
                                            the Participant's account balance by
                                            the distribution period in the
                                            Uniform Lifetime Table set forth in
                                            section 1.401(a)(9)-9 of the
                                            Treasury regulations,

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                                            using the Participant's age as of
                                            the Participant's birthday in the
                                            distribution calendar year; or

                                    (B)     if the Participant's sole designated
                                            beneficiary for the distribution
                                            calendar year is the Participant's
                                            spouse, the quotient obtained by
                                            dividing the Participant's account
                                            balance by the number in the Joint
                                            and Last Survivor Table set forth in
                                            section 1.401(a)(9)-9 of the
                                            Treasury regulations, using the
                                            Participant's and spouse's attained
                                            ages as of the Participant's and
                                            spouse's birthdays in the
                                            distribution calendar year.

                           (2)      Lifetime Required Minimum Distributions
                                    Continue Through Year of Participant's
                                    Death. Required minimum distributions will
                                    be determined under this section (iii)
                                    beginning with the first distribution
                                    calendar year and up to and including the
                                    distribution calendar year that includes the
                                    Participant's date of death.

                  (iv)     Required Minimum Distributions After Participant's
                           Death

                           (1)      Death On or After Date Distributions Begin.
                                    If the Participant dies on or after the date
                                    distributions have begun to be paid, the
                                    remaining Account balances shall be
                                    distributed to the Participant's beneficiary
                                    as soon as practicable after the
                                    Participant's death in a lump sum.

                           (2)      Death Before Date Distributions Begin. If
                                    the Participant dies before the date
                                    distributions have begun to be paid, the
                                    remaining Account balances shall be
                                    distributed to the Participant's beneficiary
                                    as soon as practicable after the
                                    Participant's death in a lump sum.

                           (3)      Death of Surviving Spouse Before
                                    Distributions to Surviving Spouse Are
                                    Required to Begin. If the Participant dies
                                    before the date distributions begin, the
                                    Participant's surviving spouse is the
                                    Participant's sole designated beneficiary,
                                    and the surviving spouse dies before
                                    distributions are required to begin to the
                                    surviving spouse under this Section, this
                                    section (iv) will apply as if the surviving
                                    spouse were the Participant.

                  (v)      Definitions

                           (1)      Designated beneficiary. The individual who
                                    is designated as the beneficiary under
                                    Section 10.05 of the Plan and is the
                                    designated beneficiary under section
                                    401(a)(9) of the Internal Revenue Code and
                                    section 1.401(a)(9)-1, Q&A-4, of the
                                    Treasury regulations.

                           (2)      Distribution calendar year. A calendar year
                                    for which a minimum distribution is
                                    required. For distributions beginning before
                                    the Participant's death, the first
                                    distribution calendar year is the calendar

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                                    year immediately preceding the calendar year
                                    which contains the Participant's required
                                    beginning date. The required minimum
                                    distribution for the Participant's first
                                    distribution calendar year will be made on
                                    or before the Participant's required
                                    beginning date. The required minimum
                                    distribution for other distribution calendar
                                    years, including the required minimum
                                    distribution for the distribution calendar
                                    year in which the Participant's required
                                    beginning date occurs, will be made on or
                                    before December 31 of that distribution
                                    calendar year.

                           (3)      Life expectancy. Life expectancy as computed
                                    by use of the Single Life Table in section
                                    1.401(a)(9)-9 of the Treasury regulations.

                           (4)      Participant's Account balances. The Account
                                    balances as of the last valuation date in
                                    the calendar year immediately preceding the
                                    distribution calendar year (valuation
                                    calendar year) increased by the amount of
                                    any contributions made and allocated or
                                    forfeitures allocated to the Account
                                    balances as of dates in the valuation
                                    calendar year after the valuation date and
                                    decreased by distributions made in the
                                    valuation calendar year after the valuation
                                    date. The Account balances for the valuation
                                    calendar year includes any amounts rolled
                                    over or transferred to the Plan either in
                                    the valuation calendar year or in the
                                    distribution calendar year if distributed or
                                    transferred in the valuation calendar year.

                           (5)      Required beginning date. The required
                                    beginning date is April 1 of the calendar
                                    year following the later of (i) the calendar
                                    year in which the Participant attains age 70
                                    1/2 or (ii) the calendar year in which the
                                    Participant retires, except that clause (ii)
                                    shall not apply to a Five Percent Owner.

9.   Addition of Article XVIII to Existing Plan. Effective January 1, 2002, a
     new Article XVIII is added to read as follows:

                        ARTICLE XVIII - EGTRRA PROVISIONS

                                    PREAMBLE

                  A.       ADOPTION AND EFFECTIVE DATE OF ARTICLE XVIII. This
         Article XVIII of the Plan is adopted to reflect certain provisions of
         the Economic Growth and Tax Relief Reconciliation Act of 2001
         ("EGTRRA"). This Article is intended as good faith compliance with the
         requirements of EGTRRA and is to be construed in accordance with EGTRRA
         and guidance issued thereunder. Except as otherwise provided, this
         Article shall be effective as of the first day of the first Plan Year
         beginning after December 31, 2001, and shall end December 31, 2010,
         unless extended by law or otherwise.

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                  B.       SUPERSESSION OF INCONSISTENT PROVISIONS. This Article
         XVIII shall supersede the provisions of the Plan to the extent those
         provisions are inconsistent with the provisions of this Article.

         18.01    INCREASE IN ELIGIBLE EARNINGS LIMIT

                  Notwithstanding anything in the definitions of Eligible
         Earnings and 414(s) Compensation in Article I or any other Plan
         provision to the contrary, for Plan Years beginning on or after January
         1, 2002, the annual compensation of each Participant taken into account
         in determining allocations for any Plan Year shall not exceed $200,000,
         as adjusted for increases in the cost-of-living in accordance with
         Section 401(a)(17)(B) of the Code. Annual compensation means
         compensation during the Plan Year or such other consecutive 12-month
         period over which compensation is otherwise determined under the Plan
         (the determination period). The cost-of-living adjustment in effect for
         a calendar year applies to annual compensation for the determination
         period that begins with or within such calendar year.

         18.02    LIMITATIONS ON CONTRIBUTIONS

                  (a)      EFFECTIVE DATE. This Section shall be effective for
                           limitation years beginning after December 31, 2001.

                  (b)      MAXIMUM ANNUAL ADDITION. Notwithstanding Section
                           7.01, except to the extent permitted under Section
                           414(v) of the Code, if applicable, the annual
                           additions that may be contributed or allocated to a
                           Participant's Account under the Plan for any
                           limitation year shall not exceed the lesser of:

                           (1)      $40,000, as adjusted for increases in the
                                    cost-of-living under Section 415(d) of the
                                    Code, or

                           (2)      100 percent of the Participant's 415
                                    Compensation for the limitation year.

                           The compensation limit referred to in (2) shall not
                           apply to any contribution for medical benefits after
                           separation from service (within the meaning of
                           Section 401(h) or Section 419A(f)(2) of the Code)
                           which is otherwise treated as an annual addition.

         18.03    MODIFICATION OF TOP-HEAVY RULES

                  (a)      EFFECTIVE DATE. This Section shall apply for purposes
                           of determining whether the Plan is a top-heavy plan
                           under Section 416(g) of the Code for Plan Years
                           beginning after December 31, 2001, and whether the
                           Plan satisfies the minimum benefits requirements of
                           Section 416(c) of the Code for such years. This
                           subsection amends Article XVII of the Plan.

                  (b)      DETERMINATION OF TOP-HEAVY STATUS

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                           (1)      KEY EMPLOYEE. Key Employee means any
                                    Employee or former Employee (including any
                                    deceased Employee) who at any time during
                                    the Plan Year that includes the
                                    determination date was an officer of the
                                    Employer having annual compensation greater
                                    than $130,000 (as adjusted under Section
                                    416(i)(1) of the Code for Plan Years
                                    beginning after December 31, 2002), a
                                    5-percent owner of his or her Employer, or a
                                    1-percent owner of his or her Employer
                                    having annual compensation of more than
                                    $150,000. For this purpose, annual
                                    compensation means compensation within the
                                    meaning of section 415(c)(3) of the Code.
                                    The determination of who is a Key Employee
                                    will be made in accordance with Section
                                    416(i)(1) of the Code and the applicable
                                    regulations and other guidance of general
                                    applicability issued thereunder.

                   (c)     DETERMINATION OF PRESENT VALUES AND AMOUNTS. This
                           Section shall apply for purposes of determining the
                           present values of accrued benefits and the amounts of
                           account balances of Employees as of the determination
                           date.

                           (1)      DISTRIBUTIONS DURING YEAR ENDING ON THE
                                    DETERMINATION DATE. The present values of
                                    accrued benefits and the amounts of account
                                    balances of an Employee as of the
                                    determination date shall be increased by the
                                    distributions made with respect to the
                                    Employee under the Plan and any plan
                                    aggregated with the Plan under Section
                                    416(g)(2) of the Code during the 1-year
                                    period ending on the determination date. The
                                    preceding sentence shall also apply to
                                    distributions under a terminated plan which,
                                    had it not been terminated, would have been
                                    aggregated with the Plan under Section
                                    416(g)(2)(A)(i) of the Code. In the case of
                                    a distribution made for a reason other than
                                    severance from employment, death, or
                                    disability, this provision shall be applied
                                    by substituting 5-year period for 1-year
                                    period.

                           (2)      EMPLOYEES NOT PERFORMING SERVICES DURING
                                    YEAR ENDING ON THE DETERMINATION DATE. The
                                    accrued benefits and accounts of any
                                    individual who has not performed services
                                    for the Employers or an Affiliate during the
                                    1-year period ending on the determination
                                    date shall not be taken into account.

                  (d)      MINIMUM BENEFITS

                           (1)      MATCHING CONTRIBUTIONS. Employer matching
                                    contributions shall be taken into account
                                    for purposes of satisfying the minimum
                                    contribution requirements of Section
                                    416(c)(2) of the Code and the Plan. The
                                    preceding sentence shall apply with respect
                                    to matching contributions under the Plan or,
                                    if the Plan provides that the

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                                    minimum contribution requirement should be
                                    met in another plan, such other plan.
                                    Employer matching contributions that are
                                    used to satisfy the minimum contribution
                                    requirements shall be treated as matching
                                    contributions for purposes of the actual
                                    contribution percentage test and other
                                    requirements of Section 401(m) of the Code.

                           (2)      CONTRIBUTIONS UNDER OTHER PLANS. The Plan
                                    shall satisfy the minimum benefit
                                    requirement to the extent not met by any
                                    other plan qualified under Code Section
                                    401(a) maintained by the Employers.

                  (e)      MODIFICATION OF TOP-HEAVY RULES. The top-heavy
                           requirements of section 416 of the Code and Article
                           XVII shall not apply in any year beginning after
                           December 31, 2001, in which the Plan consists solely
                           of a cash or deferred arrangement which meets the
                           requirements of section 401(k)(12) of the Code and
                           matching contributions with respect to which the
                           requirements of section 401(m)(11) of the Code are
                           met.

         18.04    DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

                  (a)      EFFECTIVE DATE. Notwithstanding Section 10.07, this
                           Section shall apply to distributions made after
                           December 31, 2001.

                  (b)      MODIFICATION OF DEFINITION OF ELIGIBLE RETIREMENT
                           PLAN. For purposes of clarifying the direct rollover
                           provisions in Section 10.07 of the Plan, an eligible
                           retirement plan shall include an annuity contract
                           described in Section 403(b) of the Code and an
                           eligible plan under Section 457(b) of the Code which
                           is maintained by a state, political subdivision of a
                           state, or any agency or instrumentality of a state or
                           political subdivision of a state and which agrees to
                           separately account for amounts transferred into such
                           plan from this Plan. The definition of eligible
                           retirement plan shall also apply in the case of a
                           distribution to a surviving spouse, or to a spouse or
                           former spouse who is the alternate payee under a
                           qualified domestic relations order, as defined in
                           Section 414(p) of the Code.

                  (c)      MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER
                           DISTRIBUTION TO EXCLUDE HARDSHIP DISTRIBUTIONS. For
                           purposes of clarifying the direct rollover provisions
                           in Section 10.07 of the Plan, any amount that is
                           distributed on account of hardship shall not be an
                           eligible rollover distribution and the distributee
                           may not elect to have any portion of such a
                           distribution paid directly to an eligible retirement
                           plan.

                  (d)      MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER
                           DISTRIBUTION TO INCLUDE AFTER-TAX EMPLOYEE
                           CONTRIBUTIONS. For purposes of clarifying the direct
                           rollover provisions in Section 10.07 of the Plan, a
                           portion of a distribution shall not fail to be an
                           eligible rollover distribution merely because the
                           portion consists of after-tax employee contributions
                           that are not includible

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                           in gross income. However, such portion may be
                           transferred only to an individual retirement account
                           or annuity described in Section 408(a) or (b) of the
                           Code, or to a qualified defined contribution plan
                           described in Section 401(a) or 403(a) of the Code
                           that agrees to separately account for amounts so
                           transferred, including separately accounting for the
                           portion of such distribution which is includible in
                           gross income and the portion of such distribution
                           which is not so includible.

         18.05    ROLLOVERS FROM OTHER PLANS

                  Notwithstanding Section 8.02 and the definition of Rollover
         Contribution, effective January 1, 2002, the Plan will accept an
         Eligible Employee's rollover contribution and/or direct rollover of
         distributions made after December 31, 2001, from the following types of
         plans:

                  (a)      DIRECT ROLLOVERS. The Plan will accept a direct
                           rollover of an eligible rollover distribution from:

                           (1)      a qualified plan described in Section 401(a)
                                    or 403(a) of the Code, including after-tax
                                    employee contributions;

                           (2)      an annuity contract described in Section
                                    403(b) of the Code, excluding after-tax
                                    employee contributions; and

                           (3)      an eligible plan under Section 457(b) of the
                                    Code which is maintained by a state,
                                    political subdivision of a state, or any
                                    agency or instrumentality of a state or
                                    political subdivision of a state.

                  (b)      EMPLOYEE ROLLOVER CONTRIBUTIONS FROM OTHER
                           PLANS. The Plan will accept an Eligible Employee's
                           contribution of an eligible rollover distribution
                           from:

                           (1)      a qualified plan described in Section 401(a)
                                    or 403(a) of the Code;

                           (2)      an annuity contract described in Section
                                    403(b) of the Code; and

                           (3)      an eligible plan under Section 457(b) of the
                                    Code which is maintained by a state,
                                    political subdivision of a state, or any
                                    agency or instrumentality of a state or
                                    political subdivision of a state.

                   (c)     EMPLOYEE ROLLOVER CONTRIBUTIONS FROM IRAS. The Plan
                           will accept an Eligible Employee's rollover
                           contribution of the portion of a distribution from an
                           individual retirement account or annuity described in
                           Section 408(a) or 408(b) of the Code (including SEPs
                           and SIMPLE IRAs after 2 years of participating in the
                           SIMPLE IRA) that is eligible to be rolled over and
                           would otherwise be includible in gross income.

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         18.06    REPEAL OF MULTIPLE USE TEST

                  The multiple use test described in Treasury Regulation section
         1.401(m)-2 and Section 4.03 of the Plan shall not apply for Plan Years
         beginning after December 31, 2001.

         18.07    ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

                  Notwithstanding Section 5.03, no Participant shall be
         permitted to have elective deferrals made under this Plan or any other
         qualified plan maintained by the Employer during any taxable year, in
         excess of the dollar limitation contained in section 402(g) of the Code
         in effect for such taxable year, except to the extent permitted under
         Section 18.08 below and section 414(v) of the Code, if applicable.

         18.08    CATCH-UP CONTRIBUTIONS

                  All Employees who are eligible to make Pre-Tax Contributions
         under this Plan and who have attained age 50 before the close of a Plan
         Year shall be eligible to make catch-up contributions for that Plan
         Year in accordance with, and subject to the limitations of, Code
         section 414(v). Such catch-up contributions shall not be taken into
         account for purposes of the provisions of the Plan implementing the
         required limitations of Code sections 402(g) and 415. The Plan shall
         not be treated as failing to satisfy the provisions of the Plan
         implementing the requirements of Code sections 401(k)(3), 401(k)(11),
         401(k)(12), 410(b), and 416, as applicable, by reason of the making of
         such catch-up contributions.

                  This Section shall apply to contributions after January 1,
         2002.

         18.09    DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

                  Notwithstanding Section 5.06, a Participant's elective
         deferrals, qualified nonelective contributions, qualified matching
         contributions, and earnings attributable to these contributions shall
         be distributed on account of the Participant's severance from
         employment. However, such a distribution shall be subject to the other
         provisions of the Plan regarding distributions, other than provisions
         that require a separation from service before such amounts may be
         distributed.

                  This Section shall apply to distributions after January 1,
         2002.

         18.10    ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

                   (a)     APPLICABILITY AND EFFECTIVE DATE. This section shall
                           be effective for distributions made on or after
                           January 1, 2003.

                   (b)     ROLLOVERS DISREGARDED IN DETERMINING VALUE OF ACCOUNT
                           BALANCE FOR INVOLUNTARY DISTRIBUTIONS. For purposes
                           of Section 10.03 of the Plan, the value of a
                           Participant's vested Account balances shall be
                           determined

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                           without regard to that portion of the Account balance
                           that is attributable to rollover contributions (and
                           earnings allocable thereto) within the meaning of
                           sections 402(c), 403(a)(4), 403(b)(8),
                           408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the
                           value of the Participant's vested Account balances as
                           so determined are $5,000 or less, the Plan shall
                           immediately distribute the Participant's entire
                           vested Account balance.

         IN WITNESS WHEREOF, this Amendment has been adopted by the Committee
and has been executed as of the date stated below.

                                         STERLING CHEMICALS, INC.

                                         _______________________________________
                                         David G. Elkins, President and Co-Chief
                                               Executive Officer

                                         Dated: ________________________________

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