##### 



EXHIBIT 10.11(a)
 First Amendment to the  Seventh Amended and Restated Savings and Investment Plan
 Whereas Corporation Existing Plan
 Whereas Committee
 Whereas Final 401(k)
Regulations Amendment
 Now, Therefore
 Amendment of Section 1.03 of the Existing Plan Eligible Earnings
 provided, however
 Amendment of Article IV of the Existing Plan




---



##### 



Modifications to Actual Deferral Percentage Testing
Requirements
 Targeted Matching Contribution Limit
 (i)
    
    five percent of the Non-Highly Compensated
Participants 414(s) Compensation for the Plan Year;(ii)
    
    the Non-Highly Compensated Participants Elective
Deferrals for the Plan Year; and(iii)
    
    the product of two timesthis Plans Representative
Matching Rate and the Non-Highly Compensated Participants Elective
Deferrals for the Plan Year.
 Representative Matching Rate
 Matching Rate
  -2-




---



##### 



Targeted QNEC limit
 (i)
    
    The Plans Representative Contribution Rate
is the lowest Applicable Contribution Rate of any eligible Non-Highly
Compensated Participant among a group of eligible Non-Highly
Compensated Participants that consists of half of all eligible
Non-Highly Compensated Participants for the Plan Year (or, if greater,
the lowest Applicable Contribution Rate of any eligible Non-Highly
Compensated Participant who is in the group of all eligible Non-Highly
Compensated Participants for the Plan Year and who is employed by the
Employer on the last day of the Plan Year); and(ii)
    
    The Applicable Contribution Rate for an
eligible Non-Highly Compensated Participant is the sum of the matching
contributions (as defined in Section 1.401(m)-1(a)(2) of the
Regulations) taken into account in determining the Actual Contribution
Ratio for the eligible Non-Highly Compensated Participant for the Plan
Year and the Qualified Non-Elective Contributions made for that
Non-Highly Compensated Participant for the Plan Year, divided by that
Non-Highly Compensated Participants 414(s) Compensation for the Plan
Year.
  Actual Contribution Ratio of Highly Compensated Employees Multiple
plans
 -3-




---



##### 



Plans Using Different Testing Methods for the Actual Contribution
Ratio and Actual Deferral Percentage provided, however
 (i)
    
    the recharacterization method of Section
1.401(k)-2(b)(3) of the Regulations to correct excess contributions for
a Plan Year;(ii)
    
    the rules of Section 1.401(m)-2(a)(6)(ii) of the
Regulations to take Elective Deferrals into account under the Actual
Contribution Percentage test (rather than the Actual deferral Percentage
test); or(iii)
    
    the rules of Section 1.401(k)-2(a)(6) of the
Regulations to take Qualified Matching Contributions into account under
the Actual Deferral Percentage test (rather than the Actual Contribution
Percentage test).
 Distribution of Income Attributable to Excess Aggregate
Contributions gap period income Excess
Contributions Excess Aggregate Contributions
 -4-




---



##### 



Corrective Contributions
  Amendment of Article V of the Existing Plan
 Modifications to Actual Deferral Percentage Testing
Requirements
 Targeted Contribution Limit
 (i)
    
    The Plans Representative Contribution Rate
is the lowest Applicable Contribution Rate of any eligible Non-Highly
Compensated Participant among a group of eligible Non-Highly
Compensated Participants that consists of half of all eligible
Non-Highly Compensated Participants for the Plan Year (or, if greater,
the lowest Applicable Contribution Rate of any eligible Non-Highly
Compensated Participant who is in the group of all eligible Non-
Highly Compensated Participants for the Plan Year and who is employed
by the Employer on the last day of the Plan Year); and
 (ii)
    
    The Applicable Contribution Rate for an
eligible Non-Highly Compensated Participant is the sum of the Qualified Matching
 -5-




---



##### 



Contributions (as defined in Section 1.401(k)-6 of the
Regulations) taken into account in determining the Actual Deferral Ratio
for the eligible Non-Highly Compensated Participant for the Plan Year
and the Qualified Non-Elective Contributions made for the eligible
Non-Highly Compensated Participant for the Plan Year, divided bythe
eligible Non-Highly Compensated Participants 414(s) Compensation for
the same period.
   Limitation on QNECs and QMACs
 Actual Deferral Ratio of HCE if Multiple Plans
 -6-




---



##### 



Plans Using Different Testing Methods for the Actual Deferral
Percentage and Actual Contribution Percentage Tests
 (i)
    
    the recharacterization method of Section
1.401(k)-2(b)(3) of the Regulations to correct excess contributions for
a Plan Year;(ii)
    
    the rules of Section 1.401(m)-2(a)(6)(ii) of the
Regulations to take Elective Contributions into account under the Actual
Contribution Percentage test (rather than the Actual Deferral Percentage
test); or(iii)
    
    the rules of Section 1.401(k)-2(a)(6)(v) of the
Regulations to take Qualified Matching Contributions into account under
the Actual Deferral Percentage test (rather than the Actual Contribution
Percentage test).
 Distribution of Income Attributable to Excess Contributions i.e.
 (i)
    
    Reasonable Method of Allocating Income. The
Corporation may use any reasonable method for computing the income
allocable to Excess Contributions; provided, however,that the method
does not violate Section 401(a)(4) of the Code, is used consistently
for all Participants and for all corrective distributions under this
Plan for the Plan Year, and is used by this Plan for allocating income
to Participants accounts. This Plan will not fail to use a reasonable
 -7-




---



##### 



method for computing the income allocable to Excess Contributions
merely because the income allocable to Excess Contributions is
determined on a date that is no more than seven days before the
distribution.
 (ii)
    
    Alternative Method of Allocating Income. The
Corporation may allocate income to Excess Contributions for the Plan
Year by multiplying the income for the Plan Year allocable to the
Elective Contributions and other amounts taken into account under the
Actual Deferral Percentage test (including contributions made for the
Plan Year), by a fraction, the numerator of which is the Excess
Contributions for the Participant for the Plan Year, and the denominator
of which is the sum of the:
 (A)
    
    Account balance attributable to
Elective Contributions and other amounts taken into account
under the Actual Deferral Percentage test as of the
beginning of the Plan Year, and(B)
    
    any additional amount of such
contributions made for the Plan Year.
 Safe Harbor Method of Allocating Gap Period Income
 Alternative method for allocating Plan Year and gap period
income
 -8-




---



##### 



Corrective Contributions
 Amendment of Section 10.6 of the Existing Plan
 provided, however, the rule
of parity
 Effect of Amendments
 Binding Effect
 Severability -9-
      Governing Law To The Extent Not Superseded By The Laws Of The United
States, This Amendment Shall Be Construed and Enforced in Accordance With, and
the Rights of the Parties Shall Be Governed By, the Internal Laws of the State of Texas, Without
Reference to Principles of Conflicts of Law.
 In Witness Whereof
 Sterling Chemicals, Inc./s/ Richard K. CrumpRichard K. Crump, President and ChiefExecutive Officer
 -10-