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                                                                    EXHIBIT 10.1

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

         WHEREAS, there is reserved to the Company the right to amend the
Sterling Chemicals, Inc. Amended and Restated Salaried Employees' Pension Plan
(as amended, the "Existing Plan"); and

         WHEREAS, the Company deems it advisable to amend the Existing Plan in
the manner hereafter set forth;

         NOW, THEREFORE, the Existing Plan is hereby amended effective as of the
dates specified herein:

         Section 1.       Amendment of Section 2.1 of the Existing Plan.
Effective October 1, 1997, the last two paragraphs under Section 2.1 are amended
to read in their entirety as follows:

         Thereafter each common-law employee on an Employer's payroll shall
         become a participant on his or her date of hire. Notwithstanding the
         prior sentence, the following individuals shall not be eligible to
         participate in the Plan:

         (a)      any employee who is (or becomes) a member of a collective
         bargaining unit, unless there is in effect a collective bargaining
         agreement making the Plan available to employees in such unit;

         (b)      leased employees. For purposes of this provision, a leased
         employee includes any person who provides service to the Employer
         pursuant to an agreement between such recipient and any other person
         ("leasing organization"), regardless of the (1) length of time the
         person has performed such services for the recipient (or for the
         recipient and related persons), (2) whether or not the person is an
         employee of the recipient, (3) whether or not the person has performed
         such services for the recipient (or for the recipient and related
         persons) on a part-time or full-time basis, and (4) whether or not the
         person performed services under the primary direction or control by the
         recipient. This definition of leased employee includes, without
         limitation, "leased employees," as defined in Code section 414(n)(2);

         (c)      temporary workers engaged through or employed by temporary or
         leasing agencies, irrespective of the length of time that the workers
         perform or are expected to perform services at or for the recipient
         employer, and even if the workers are, or may be reclassified by the
         courts, the Internal Revenue Service ("IRS"), or the U.S. Department of
         Labor ("DOL"), as employees of the recipient employer;

         (d)      workers who hold themselves out to the recipient employer as
         being independent contractors, or as being employed by another company
         while providing services to the

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         recipient employer, even if the workers are, or may be reclassified by
         the courts, the IRS or the DOL as, employees of the recipient employer;
         and

         (e)      non-resident aliens with no U.S.-sourced income.

         Section 2.        Amendment of Section 2.2 of the Existing Plan.
Section 2.2 is amended by adding a paragraph at the end thereof to read in its
entirety as follows:

         Notwithstanding the vesting schedule stated in this Section 2.2, the
         accrued benefit of any participant who terminated employment with
         Sterling Fibers, Inc. between September 18, 2000, and May 30, 2001,
         shall be fully vested as of such Participant's termination of
         employment.

         Section 3.        Amendment of Section 4.2 of the Existing Plan.
Effective October 1, 1997, Section 4.2 is amended by adding a paragraph to the
end thereof to read in its entirety as follows:

         Notwithstanding any provision to the contrary, if benefits do not
         commence to be paid prior to April 1st following the year in which the
         Participant attains age 70 1/2 because the Participant is still
         employed, in no event shall the benefits be less than the actuarial
         equivalent of the benefits that would have been payable as of April 1
         following the calendar year in which the Participant attained age 70
         1/2 if benefits had commenced to be distributed on that date, plus the
         actuarial equivalent of any additional benefits accrued after that
         date, reduced by the actuarial equivalent of any distributions made
         after that date. Actuarial equivalence shall be determined using the
         Plan's assumptions for determining actuarial equivalence for purposes
         of satisfying Code section 411. This provision shall be applied in
         accordance with Notice 97-75 and any subsequent IRS guidance.

         Section 4.        Amendment of Section 6.3 of the Existing Plan.
Effective February 15, 2002, Section 6.3 is amended by adding the following
sentences at the end thereof:

         Upon his or her termination, his or her nonvested accrued benefit shall
         be forfeited. Any amount forfeited under the preceding sentence shall
         be restored upon such Participant's subsequent reemployment, unless he
         or she incurs five consecutive one-year Breaks in Service prior to
         being reemployed.

         Section 5.        Amendment of Section 8.1(a) of the Existing Plan.
Effective October 1, 2000, Section 8.1(a) is amended to read in its entirety as
follows:

         (a)      Adjustment if Benefit Not Single Life Annuity. A benefit
         payable in a form other than a single life annuity must be adjusted to
         an actuarial equivalent single life annuity before applying the
         limitations of this Section. For this purpose, the actuarially
         equivalent single life annuity is equal to the greater of (i) the
         annuity benefit computed using the interest rate and mortality table
         (or other tabular factor) specified in the Plan for adjusting benefits
         in the same form, and (ii) the annuity benefit computed using a 5%
         interest rate assumption and the mortality table used to calculate lump
         sum payments and described in Section 17.13(b). In

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         determining the actuarial equivalent single life annuity for a benefit
         form other than a non-decreasing annuity payable for a period of not
         less than the life of the Participant (or, in the case of a qualified
         pre-retirement survivor annuity, the life of the surviving spouse), or
         decreases during the life of the Participant merely because of (a) the
         death of the survivor annuitant (but only if the reduction is not below
         50% of the annual benefit payable before the death of the survivor
         annuitant), or (b) the cessation or reduction of social security
         supplements or qualified disability payments (as defined in Code
         section 401(a)(11)), "the applicable interest rate", as described in
         Section 17.13(b), will be substituted for "a 5% interest rate
         assumption" in the preceding sentence. No actuarial adjustment to the
         benefit is required for (a) the value of a qualified joint and survivor
         annuity, (b) the value of benefits that are not directly related to
         retirement benefits (such as a qualified disability benefit,
         pre-retirement death benefits, and post-retirement medical benefits),
         and (c) the value of post-retirement cost-of-living increases made in
         accordance with Code section 415(d) and the related regulations. The
         annual benefit does not include any benefits attributable to employee
         contributions or rollover contributions, or the assets transferred from
         a qualified plan that was not maintained by the employer.

         Section 6.        Amendment of Section 8.1(b) of the Existing Plan.
Effective October 1, 2000, Section 8.1(b) is amended to read in its entirety as
follows:

         (b)      Adjustment if Benefit Commences Before Social Security
         Retirement Age: If the annual benefit of the Participant commences
         before the Participant's social security retirement age, but on or
         after age 62, the defined benefit dollar limitation shall be determined
         as follows:

                  (i)      If a Participant's social security retirement age is
                  65, the dollar limitation for benefits commencing on or after
                  age 62 is determined by reducing the defined benefit dollar
                  limitation by 5/9 of one percent for each month by which
                  benefits commence before the month in which the Participant
                  attains age 65.

                  (ii)     If a Participant's social security retirement age is
                  greater than 65, the dollar limitations for benefits
                  commencing on or after age 62 is determined by reducing the
                  defined benefit dollar limitation by 5/9 of one percent for
                  each of the first 36 months, and 5/12 of one percent for each
                  of the additional months (up to 24 months) by which benefits
                  commence before the month of the Participant's social security
                  retirement age.

         If the annual benefit of a Participant commences prior to age 62, the
         defined benefit dollar limitation shall be an annual benefit that is
         the actuarial equivalent of the defined benefit dollar limitation for
         age 62, as determined above, reduced for each month by which benefits
         commence before the month in which the Participant attains age 62. The
         annual benefit beginning prior to age 62 shall be determined as the
         lesser of (i) the equivalent annual benefit computed using the interest
         rate and mortality table equivalence for early retirement benefits

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         described in Section 4.4, and (ii) the equivalent annual benefit
         computed using a 5% interest rate and the applicable mortality table
         referenced in Section 17.13(b).

         Section 7.        Amendment of Section 8.1(c) of the Existing Plan.
Effective October 1, 2000, Section 8.1(c) is amended to read in its entirety as
follows:

         (c)      Adjustment if Benefit Commences After Social Security
         Retirement Age. If the annual benefit of a Participant commences after
         the Participant's social security retirement age, the defined benefit
         dollar limitation shall be adjusted so that it is the actuarial
         equivalent of an annual benefit of such dollar limitation beginning at
         the Participant's social security retirement age. The equivalent annual
         benefit beginning after social security retirement age shall be
         determined as the lesser of (i) the equivalent annual benefit computed
         using the interest rate and mortality table specified in the plan for
         purposes of determining actuarial equivalence for delayed retirement
         benefits, and (ii) the equivalent annual benefit computed using a 5%
         interest rate assumption and the applicable mortality table referenced
         in Section 17.13(b).

         Section 8.        Amendment of Section 8.1 of the Existing Plan.
Effective October 1, 2000, Section 8.1(e) is deleted, and the subsequent
subsections renumbered accordingly.

         Section 9.        Amendment of Section 8.3 of the Existing Plan.
Effective with respect to any Participant who performs an Hour of Service on or
after October 1, 2000, the limitation described in Section 8.3 shall not apply.

         Section 10.       Amendment of Section 8.4(e) of the Existing Plan.
Effective October 1, 1998, Section 8.4(e) is amended by deleting the last two
sentences of the third paragraph, and by amending the last sentence of the
second paragraph thereof to read in its entirety as follows:

         Notwithstanding anything to the contrary in the definition as stated
         above, Compensation shall include any and all items which are
         includible in Compensation under Code section 415(c)(3)(D), including,
         effective for Limitation Years beginning on or after October 1, 2001,
         qualified transportation fringe benefits excluded from income pursuant
         to Code section 132(f)(4).

         Section 11.       Amendment of Section 8.5 of the Existing Plan.
Effective October 1, 2000, Section 8.5(d) is deleted and the subsequent
subsections are renumbered accordingly.

         Section 12.       Amendment of Section 8 of the Existing Plan.
Effective December 12, 1994, Section 8 is amended by adding a new Section 8.6
thereto to read in its entirety as follows:

         8.6       Special Provisions for Employees Who Enter the Armed Forces.
         Notwithstanding any provision of this Plan to the contrary,
         contributions, benefits, and service crediting with respect to
         qualified military service shall be determined in accordance with Code
         section 414(u).

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         Section 13.       Amendment of Section 9.4(d) of the Existing Plan.
Effective October 1, 2001, Section 9.4(d) is amended to add a paragraph at the
end thereof to read in its entirety as follows:

         Notwithstanding anything in this Section to the contrary, a Participant
         may waive (with applicable spousal consent) any requirement that the
         written explanation of the joint and survivor annuity be given at least
         30 days before the annuity starting date if the Participant is given a
         notice clearly informing him or her of his or her right to a period of
         at least 30 days to consider his or her election, and the distribution
         commences more than seven days after the notice is given. In addition,
         to the extent provided for in regulations, the explanation of the joint
         and survivor annuity may be given, and the Participant may waive the
         normal form of benefit payment, after the annuity starting date,
         provided that benefit payments commence at least 30 days after such
         explanation is given, unless the 30-day period is waived in accordance
         with the previous sentence.

         Section 14.       Deletion of Section 9.8(b) and (c) of the Existing
Plan. Effective December 31, 1998, Sections 9.8(b) and (c) are deleted and the
subsequent subsections are renumbered accordingly.

         Section 15.       Amendment of Section 9.8(b) of the Existing Plan.
Effective December 31, 1998, Section 9.8(b) (as renumbered pursuant to Section
14 above) is amended to read in its entirety as follows:

         (b)      Notwithstanding anything in the Plan to the contrary, a
         Participant's benefits shall commence to be distributed to him or her,
         or be distributed to him or her, not later than April 1st 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, provided, however, that clause (ii) shall not
         apply in the case of a Participant who is a "five percent owner," as
         defined in Code section 416(i). Distributions shall be made in
         accordance with the regulations under Code section 401(a)(9).

         If a Participant dies before his or her entire interest under the Plan
         has been distributed to him or her, the remaining portion of such
         interest will be distributed at least as rapidly as under the method of
         distribution being used as of the date of his or her death.

         Section 16.       Amendment of Section 9.9 of the Existing Plan.
Effective October 1, 2000, Section 9.9 is amended to read in its entirety as
follows:

         9.9      Payment of Small Amounts. If at any time following his or her
         retirement or other termination of employment, the lump sum actuarially
         equivalent value of the portion of a Participant's monthly benefits
         attributable to Employer Contributions does not exceed $3,500 ($5,000,
         effective October 1, 2001), the Plan Committee, in its discretion, may
         direct that a lump sum payment equal to

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         the lump sum actuarially equivalent value of such participant's accrued
         benefits be paid to the Participant. The lump sum actuarial equivalent
         value of the Participant's accrued benefits shall be determined as of
         the date of the distribution using the actuarial factors identified in
         Section 17.13(b). Notwithstanding the prior sentences, such a lump sum
         payment may not be made after the annuity starting date regardless of
         the present value of the nonforfeitable accrued benefit without
         appropriate Eligible Surviving Spouse's consent, if such benefit
         exceeded $3,500 ($5,000 effective October 1, 2001) at the time of any
         prior distribution.

         Section 17.       Amendment of Section 9.12(a) of the Existing Plan.
Effective January 1, 1999, Section 9.12(a) is amended by adding the following
phrase at the end of the last sentence thereof:

         ; and any hardship distribution described in Code section 401(k)(2)(B)
(i)(IV).

         Section 18.       Amendment of Section 12.5 of the Existing Plan.
Effective October 1, 2001, Section 12.5 is amended by adding the following
sentence immediately after the first sentence thereof:

         Benefits under this plan will be paid only if the Plan Committee
         decides in its discretion that the applicant is entitled to them.

         Section 19.       Amendment of Section 12 of the Existing Plan.
Effective October 1, 2001, Section 12 is amended by adding a new Section 12.9
thereto to read in its entirety as follows:

         12.9     Electronic Administration. In its rules and procedures for the
         administration of the Plan, the Plan Committee may provide for the use
         of electronic communications and other media. Any reference in the Plan
         to forms shall mean either written forms or electronic forms, to the
         extent permitted by applicable law.

         Section 20.       Amendment of Section 17.13 of the Existing Plan.
Effective October 1, 2000, Section 17.13 is amended to read in its entirety as
follows:

         17.13    Actuarial Equivalent. Except to the extent expressly provided
to the contrary by ERISA, a benefit shall be actuarially equivalent to any other
benefit if the actuarial reserve required to provide the same is equal to the
actuarial reserve required to provide such other benefit, computed on the basis
of the actuarial rates, tables and procedures last adopted by the Plan Committee
for this purpose. No adjustment in a determination of an actuarially equivalent
value or amount shall be made if such tables, rates, and procedures are changed
by the Plan Committee subsequent to such determination.

         (a)      In the case of determinations not subject to Code section
                  417(e)(3), actuarial equivalence shall be determined on the
                  basis of the following actuarial rates and tables:

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                  (i)      The assumed mortality rate will be based on the 1971
                           Towers, Perrin, Forster and Crosby Forecast Mortality
                           Table using a one-year age setback for the
                           Participant and a five-year age setback for the
                           Beneficiary or spouse.

                  (ii)     In order to determine the equivalent value of
                           optional benefits, the assumed annual rate of return
                           will be 7%.

         (b)      In the case of lump sum determinations, actuarial equivalence
                  shall be determined on the basis of the mortality table
                  prescribed by the Secretary of the Treasury in Rev. Rul. 95-6
                  (the "applicable mortality table") and 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"). 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.

         (c)      In the case of distributions that are subject to Code section
                  417(e)(3), but which are not lump sums, actuarial equivalence
                  shall be determined on the basis of the actuarial factors
                  described in paragraph (a). However, in no event shall such
                  amounts be less than the amount calculated using the
                  applicable interest rate and applicable mortality table
                  described in paragraph (b) above.

         IN WITNESS WHEREOF, the Company has executed this instrument this
______ day of ___________ , 2002.

                                         STERLING CHEMICALS, INC.

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

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