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                                                                    EXHIBIT 10.3

                                 NINTH AMENDMENT
                         TO THE STERLING CHEMICALS, INC.
                              AMENDED AND RESTATED
                        SALARIED EMPLOYEES' PENSION PLAN

         WHEREAS, Sterling Chemicals, Inc. (the "Corporation") currently
maintains its Salaried 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 17.13(b) of the Existing Plan. Effective as of the
   Execution Date, Section 17.13(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
                                     17.13(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
                                     17.13(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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