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                                                                    EXHIBIT 10.5

                                 FIFTH AMENDMENT
                         TO THE STERLING CHEMICALS, INC.
                              AMENDED AND RESTATED
                       HOURLY-PAID EMPLOYEES' PENSION PLAN

         WHEREAS, Sterling Chemicals, Inc. (the "Corporation") currently
maintains its Hourly-Paid Employees' Pension Plan (the "Existing Plan");

         WHEREAS, Section 15.1 of the Existing Plan reserves the Corporation's
right to amend the Existing Plan;

         WHEREAS, the Corporation desires to amend the Existing Plan to reflect
the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") and
other IRS guidance;

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

1.   Amendment to Section 17.12(b) of the Existing Plan. Effective as of the
     Execution Date, Section 17.12(b) is amended to read as follows:

                  "In the case of lump sum determinations, the following
                  actuarial assumptions shall be used to determine actuarial
                  equivalence:

                           Mortality Table: Actuarial equivalence shall be based
                           on the mortality table prescribed by the Secretary of
                           the Treasury in Rev. Rul. 95-6, except that for
                           distributions with annuity starting dates on or after
                           December 31, 2002, actuarial equivalence shall be
                           based on the mortality table prescribed in Rev. Rul.
                           2001-62 or any subsequent revisions to this table
                           published and required by the Internal Revenue
                           Service (the "applicable mortality table");

                           Interest Rate: The annual interest rate for
                           distributions during a Plan Year shall be the rate on
                           30-year Treasury securities in effect for the second
                           month preceding the first day of the Plan Year (i.e.,
                           August)(the "applicable interest rate"). For
                           distributions with annuity starting dates on or after
                           March 1, 2002, the interest rate on `30-year Treasury
                           securities' in the preceding sentence shall be
                           construed to mean the interest rate under section
                           417(e)(3) of the Code as determined in accordance
                           with published guidance from the Internal Revenue
                           Service.

                  "However, for distributions made after October 1, 2000, and
                  before the date that is one year after the adoption date of
                  this amendment, the interest rate that would be used by the
                  PBGC at the beginning of the Plan Year for determining lump
                  sum distributions on plan termination shall be used if it
                  results in a larger distribution."

2.   Addition of new Article XVIII to the Existing Plan. Effective as of the
     Execution Date, a new Article XVIII is added to read as follows:

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                       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.

                  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.

         18.1     INCREASE IN COMPENSATION LIMIT

                  (a)      INCREASE IN LIMIT. Notwithstanding Section 17.14 and
                           any other provision of the Plan, the annual
                           compensation of each Participant taken into account
                           in determining benefit accruals in any Plan Year
                           beginning after December 31, 2001, shall not exceed
                           $200,000. Annual compensation means compensation
                           during the Plan Year (which is the Plan's
                           "determination period"). For purposes of determining
                           benefit accruals in a Plan Year beginning after
                           December 31, 2001, the annual compensation limit for
                           any determination period prior to January 1, 2002,
                           shall be $200,000.

                  (b)      Cost-of-Living Adjustment. The $200,000 limit on
                           annual compensation in paragraph (a) shall be
                           adjusted for cost-of-living increases in accordance
                           with Code Section 401(a)(17)(B). 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.

         18.2     LIMITATIONS ON CONTRIBUTIONS

                  (a)      Effective Date. This Section shall be effective for
                           limitation years ending after December 31, 2001.

                  (a)      Effect on Participants. Benefit increases resulting
                           from the increase in the limitations of Code Section
                           415(b) will be provided to all Participants (with
                           benefits limited by Code Section 415(b)) credited
                           with one Hour of Service on or after the first day of
                           the first limitation year ending after December 31,
                           2001.

                  (b)      Definitions

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                           (i)      Defined Benefit Dollar Limitation. The
                                    "defined benefit dollar limitation" is
                                    $160,000, as adjusted, effective January 1
                                    of each year, under Code Section 415(d) in
                                    such manner as the Secretary of the Treasury
                                    shall prescribe, and payable in the form of
                                    a straight life annuity. A limitation as
                                    adjusted under Code Section 415(d) will
                                    apply to limitation years ending with or
                                    within the calendar year for which the
                                    adjustment applies.

                           (ii)     Maximum Permissible Benefit. The "maximum
                                    amount of retirement income" is the lesser
                                    of the defined benefit dollar limitation or
                                    the defined benefit compensation limitation
                                    set forth in Code Section 415(b)(2) (both
                                    adjusted where required, as provided in (1)
                                    and, if applicable, in (2) or (3) below).

                                    (1)      If the Participant has fewer than
                                             10 years of participation in the
                                             Plan, the defined benefit dollar
                                             limitation shall be multiplied by a
                                             fraction, (I) the numerator of
                                             which is the number of years (or
                                             part thereof) of participation in
                                             the Plan and (II) the denominator
                                             of which is 10. In the case of a
                                             Participant who has fewer than 10
                                             years of service with the Employers
                                             and Subsidiaries, the defined
                                             benefit compensation limitation
                                             shall be multiplied by a fraction,
                                             (I) the numerator of which is the
                                             number of years (or part thereof)
                                             of service with the Employers and
                                             Subsidiaries and (II) the
                                             denominator of which is 10.

                                    (2)      If the benefit of a Participant
                                             begins prior to age 62, the defined
                                             benefit dollar limitation
                                             applicable to the Participant at
                                             such earlier age is an annual
                                             benefit payable in the form of a
                                             straight life annuity beginning at
                                             the earlier age that is the
                                             actuarial equivalent of the defined
                                             benefit dollar limitation
                                             applicable to the Participant at
                                             age 62 (adjusted under (1) above,
                                             if required). The defined benefit
                                             dollar limitation applicable at an
                                             age prior to age 62 is determined
                                             as the lesser of (I) the actuarial
                                             equivalent (at such age) of the
                                             defined benefit dollar limitation
                                             computed using the interest rate
                                             and mortality table (or other
                                             tabular factor) for adjusting
                                             benefits upon early commencement
                                             and (II) the actuarial equivalent
                                             (at such age) of the defined
                                             benefit dollar limitation computed
                                             using a 5 percent interest rate and
                                             the applicable mortality table
                                             specified in Section 17.12(b). Any
                                             decrease in the defined benefit
                                             dollar limitation determined in
                                             accordance with this paragraph (2)
                                             shall not reflect a mortality
                                             decrement if benefits are not
                                             forfeited upon the death of the
                                             participant. If any benefits

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                                             are forfeited upon death, the full
                                             mortality decrement is taken into
                                             account.

                                    (3)      If the benefit of a Participant
                                             begins after the Participant
                                             attains age 65, the defined benefit
                                             dollar limitation applicable to the
                                             Participant at the later age is the
                                             annual benefit payable in the form
                                             of a straight life annuity
                                             beginning at the later age that is
                                             actuarially equivalent to the
                                             defined benefit dollar limitation
                                             applicable to the participant at
                                             age 65 (adjusted under (1) above,
                                             if required). The actuarial
                                             equivalent of the defined benefit
                                             dollar limitation applicable at an
                                             age after age 65 is determined as
                                             the lesser of (I) the actuarial
                                             equivalent (at such age) of the
                                             defined benefit dollar limitation
                                             computed using the Plan interest
                                             rate and mortality table (or other
                                             tabular factor) for adjusting
                                             benefits upon late commencement and
                                             (II) the actuarial equivalent (at
                                             such age) of the defined benefit
                                             dollar limitation computed using a
                                             5 percent interest rate assumption
                                             and the applicable mortality table
                                             specified in Section 17.12(b). For
                                             these purposes, mortality between
                                             age 65 and the age at which
                                             benefits commence shall be ignored.

         18.3     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 Code Section 416(g) for Plan Years beginning
                           after December 31, 2001, and whether the Plan
                           satisfies the minimum benefits requirements of Code
                           Section 416(c) for such years. This Section amends
                           Section 8.5 of the Plan.

                  (b)      Determination of Top-Heavy Status

                           (i)      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 a
                                    Controlled Group Member having annual
                                    compensation greater than $130,000 (as
                                    adjusted under Code Section 416(i)(1) for
                                    Plan Years beginning after December 31,
                                    2002), a 5-percent owner of the Employer, or
                                    a 1-percent owner of the Employer having
                                    annual compensation of more than $150,000.
                                    For this purpose, annual compensation means
                                    compensation within the meaning of Code
                                    Section 415(c)(3). The determination of who
                                    is a Key Employee will be made in accordance
                                    with Code Section 416(i)(1) and the
                                    applicable Treasury regulations and other
                                    guidance of general applicability issued
                                    thereunder.

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                           (ii)     Determination of Present Values and Amounts.
                                    This paragraph (ii) 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
                                             Code Section 416(g)(2) 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 Code
                                             Section 416(g)(2)(A)(i). In the
                                             case of a distribution made for a
                                             reason other than separation from
                                             service, 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 employer
                                             maintaining the plan during the
                                             1-year period ending on the
                                             determination date shall not be
                                             taken into account.

                  (c)      Minimum Benefits. For purposes of satisfying the
                           minimum benefit requirements of Code Section
                           416(c)(1) and the Plan, in determining years of
                           service with the Employers and Subsidiaries, any
                           service with the Employers and Subsidiaries shall be
                           disregarded to the extent that such service occurs
                           during a Plan Year when the Plan benefits (within the
                           meaning of Code Section 410(b)) no Key Employee or
                           former Key Employee.

         18.4     DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

                  (a)      Effective Date. Notwithstanding Section 9.11, this
                           Section shall apply to distributions made after
                           December 31, 2001.

                  (b)      Modification of Definition of Eligible Retirement
                           Plan. Notwithstanding Section 9.11(b), an eligible
                           retirement plan shall also mean an annuity contract
                           described in Section 403(b) of the Code and an
                           eligible plan under Section 457(b) of the Code that
                           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 that agrees to
                           separately account for amounts transferred into such
                           plan from the Plan. The definition of

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                           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.

         IN WITNESS WHEREOF, this Amendment has been adopted by the Chief
Executive Officer 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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