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                                                                    EXHIBIT 10.7

                            STERLING CHEMICALS, INC.

                  THIRD AMENDED AND RESTATED SEVERANCE PAY PLAN

                             PRELIMINARY STATEMENTS

         A.       Sterling Chemicals, Inc. is a Delaware corporation and the
                  successor by merger to Sterling Chemicals Holdings, Inc., a
                  Delaware corporation.

         B.       On March 8, 2001, the Board of Directors of Sterling
                  Chemicals, Inc. (the "Board") and the Board of Directors of
                  Sterling Chemicals Holdings, Inc. approved a severance pay
                  plan (as amended and restated as of October 31, 2001, the
                  "Existing Plan").

         C.       The Board desires to formally amend the Existing Plan in
                  certain respects and to restate the Existing Plan as so
                  amended in its entirety.

                  NOW, THEREFORE, the Existing Plan is hereby amended and
restated, effective as of the Effective Date (as defined below), to read in its
entirety as follows:

                                    ARTICLE I

                         Definitions and Interpretations

                  Section 1.01. Definitions. Capitalized terms used in this Plan
shall have the following respective meanings, except as otherwise provided or as
the context shall otherwise require:

                  "Applicable Multiplier" has the meaning specified in Section
         2.02(a).

                  "Base Salary" has the meaning specified in Section 2.02(a).

                  "Benefit Plan" means any employee benefit plan (including any
         employee benefit plan within the meaning of Section 3(3) of the
         Employee Retirement Income Security Act of 1974), program, arrangement
         or practice maintained, sponsored or provided by the Company or any
         Subsidiary, including those relating to bonuses, incentive
         compensation, retirement benefits, stock options, stock ownership or
         stock awards, healthcare and medical benefits, disability benefits,
         death benefits, disability, life, accident and travel insurance, sick
         leave, vacation pay or termination pay, as amended, or any successor to
         any of such plans.

                  "Benefit Service" means, with respect to any Participant, the
         number of years of service as of such Participant's Termination Date
         which is recognized by the Company for such Participant for benefit
         calculation purposes under the Pension Plan; provided, however, that
         any fractional year of Benefit Service shall be rounded up to the next
         full year of Benefit Service.

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                  "Board" has the meaning specified in the Preliminary
         Statements hereto.

                  "COBRA" means the Consolidated Omnibus Budget Reconciliation
         Act of 1985, as amended. Reference in this Plan to COBRA shall be
         deemed to include any amendments or successor provisions to COBRA and
         any regulations thereunder.

                  "Code" means the Internal Revenue Code of 1986, as amended.
         Reference in this Plan to any section of the Code shall be deemed to
         include any amendments or successor provisions to such section and any
         regulations under such section.

                  "Company" means Sterling and the Subsidiaries.

                  "Compensation Committee" means the Compensation Committee of
         the Board.

                  "Disability" means, with respect to any Participant, a
         physical or mental condition of such Participant that results in such
         Participant becoming eligible for long term disability benefits under
         the Company's long term disability Benefit Plan.

                  "Effective Date" means March 12, 2004.

                  "Existing Plan" has the meaning specified in the Preliminary
         Statements of this Plan.

                  "Good Reason" means, with respect to any Participant, any of
         the following actions or failures to act, but in each case only if it
         occurs while such Participant is employed by the Company, and then only
         if it is not consented to by such Participant in writing:

                  (i)      a material reduction by the Company in such
                           Participant's annual base salary in effect
                           immediately prior to the effective date of such
                           reduction;

                  (ii)     the failure of the Company to continue such
                           Participant's eligibility for participation in
                           employee benefit plans, programs, arrangements and
                           practices providing benefits that are offered
                           generally to its Non-Represented Employees; provided,
                           however, that the amendment, modification or
                           discontinuance of any such employee benefit plan,
                           program, arrangement or practice by the Company shall
                           not constitute "Good Reason" hereunder if such
                           amendment, modification or discontinuance applies
                           generally to Non-Represented Employees and does not
                           single out such Participant for disparate treatment;
                           or

                  (iii)    any change of more than 75 miles (or, in the case of
                           any Participant for whom the Compensation Committee
                           has approved a shorter distance, such shorter
                           distance) in the location of the principal place of
                           employment of such Participant immediately prior to
                           the effective date of such change.

         For purposes of this definition, any action or failure to act described
         in clauses (i) through (iii) above shall cease to be a Good Reason with
         respect to any Participant on the date

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         which is 90 days after such Participant acquires actual knowledge of
         such action or failure to act unless, prior to such date, such
         Participant gives a Termination Notice pursuant to Section 2.05.

                  "Misconduct" means, with respect to any Participant:

                  (i)      the commission by such Participant of acts of
                           dishonesty or gross misconduct which are demonstrably
                           injurious to the Company (monetarily or otherwise) in
                           any material respect;

                  (ii)     the failure of such Participant to observe and comply
                           with the Company's published policies relating to
                           alcohol and drugs, harassment or compliance with
                           applicable laws;

                  (iii)    the failure of such Participant to observe and comply
                           with any other lawful published policy of the
                           Company, but, in the case of any such failure that is
                           capable of being remedied, only if such failure shall
                           have continued unremedied for more than 30 days after
                           written notice thereof is given to such Participant
                           by the Company;

                  (iv)     the willful failure of such Participant to observe
                           and comply with all lawful and ethical directions and
                           instructions of the Board, any person to whom such
                           Participant reports or any person who has greater
                           authority than such Participant with respect to the
                           relevant directions or instructions;

                  (v)      the refusal or willful failure of such Participant to
                           perform, in any material respect, his or her duties
                           with the Company, but only if such failure was not
                           caused by disability or incapacity and shall have
                           continued unremedied for more than 30 days;

                  (vi)     the conviction of such Participant for a felony
                           offense; or

                  (vii)    any willful conduct on the part of such Participant
                           that prejudices, in any material respect, the
                           reputation of the Company in the fields of business
                           in which it is engaged or with the investment
                           community or the public at large, but only if such
                           Participant knew, or should have known, that such
                           conduct could have such result.

         If any Participant is a party to a written employment agreement with
         the Company, then clause (iv) above shall not apply to any directions
         or instructions that are contrary to or inconsistent with any of the
         positions, functions, duties or reporting responsibilities of such
         Participant as set forth in such written employment agreement or that
         violate any of such Participant's rights, privileges or immunities
         under such employment agreement. In case of any dispute regarding
         whether or not any conduct by a Participant meets any of the standards
         set forth in clauses (i) through (vii) above, the burden of proof shall
         rest with the Company.

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                  "Non-Represented Employees" means all employees of the Company
         who are not represented by a collective bargaining unit.

                  "Participants" means all Non-Represented Employees who are
         based in the United States; provided, however, that except as the
         Compensation Committee may otherwise provide in writing, any individual
         who is not paid through the Company's payroll system, or who is
         classified by the Company for purposes of this Plan as an independent
         contractor (or some other non-common law employee category), shall not
         be a "Participant" under this Plan, notwithstanding such individual's
         subsequent or retroactive (i) payment through the Company's payroll
         system or (ii) classification or reclassification for tax or other
         purposes.

                  "Pension Plan" means the Sterling Chemicals, Inc. Amended and
         Restated Salaried Employees' Pension Plan (effective as of May 1,
         1996), as amended, or any successor to such plan.

                  "Plan" means this Third Amended and Restated Severance Pay
         Plan, as amended, supplemented or modified from time to time in
         accordance with its terms.

                  "Severance Amount" has the meaning specified in Section
         2.02(a)(i).

                  "Sterling" means Sterling Chemicals, Inc., a Delaware
         corporation, and any Successor.

                  "Subsidiary" means any corporation, limited partnership,
         general partnership, limited liability company or other form of entity
         a majority of any class of voting stock or other voting rights of which
         is owned, directly or indirectly, by Sterling.

                  "Successor" means a successor to all or substantially all of
         the business, operations or assets of the Company (whether direct or
         indirect, by purchase, merger, consolidation or otherwise).

                  "Termination Date" means, with respect to any Participant, the
         termination date specified in the Termination Notice delivered by such
         Participant to the Company in accordance with Section 2.05 or the
         actual date of termination of such Participant's employment by the
         Company for any reason other than Misconduct or Disability.

                  "Termination Notice" means, with respect to any Participant, a
         notice from such Participant to the Company purporting to terminate
         such Participant's employment for Good Reason in accordance with
         Section 2.05.

                  Section 1.02. Interpretation. In this Plan, unless a clear
contrary intention appears, (a) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Plan as a whole and not to any
particular Article, Section or other subdivision, (b) reference to any Article
or Section, means such Article or Section hereof and (c) the words "including"
(and

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with correlative meaning "include") means including, without limiting the
generality of any description preceding such term. The Article and Section
headings herein are for convenience only and shall not affect the construction
hereof.

                                   ARTICLE II

                            Eligibility and Benefits

                  Section 2.01. Eligible Employees. This Plan is only for the
benefit of Participants, and no other employees or personnel shall be eligible
to participate in this Plan or to receive any rights or benefits hereunder.

                  Section 2.02. Description of Benefits. (a) Subject to Section
2.03, each Participant shall be entitled to receive the benefits described below
if either such Participant terminates or has terminated his or her employment
for Good Reason in accordance with Section 2.05 or the Company terminates or has
terminated such Participant's employment for any reason other than a termination
for Misconduct or Disability:

                  (i)      the Company shall pay to such Participant, within 30
         days after such Participant's Termination Date, a lump sum cash payment
         equal to such Participant's Base Salary times such Participant's
         Applicable Multiplier (the "Severance Amount"); and

                  (ii)     for a period of six months following such
         Participant's Termination Date, the COBRA premium required to be paid
         by such Participant for coverage under the Company's medical and dental
         insurance plans shall not exceed the regular premiums required to be
         paid by active employees for similar coverage under such plans;
         provided, however, that the benefits provided under this clause (ii)
         shall only be available to such Participant if such Participant (or his
         or her qualified beneficiaries) makes a timely COBRA election on or
         after such Participant's Termination Date to continue coverage under
         such medical and dental insurance plans and pays the regular employee
         premium required by such plans.

For purposes of this Plan, "Base Salary" means, with respect to any Participant,
such Participant's annual base salary immediately prior to the earlier of (A)
the date on which an event occurs that results in such Participant terminating
his or her employment for Good Reason and (B) the actual date of such
Participant's termination by the Company for any reason other than Misconduct or
Disability, and "Applicable Multiplier" means, with respect to any Participant,
such Participant's years of Benefit Service as of the earlier of (x) the date on
which an event occurs that results in such Participant terminating his or her
employment for Good Reason and (y) the actual date of such Participant's
termination by the Company for any reason other than Misconduct or Disability
times a fraction having a numerator of two and a denominator of 52; provided,
however, that (A) no Participant's Applicable Multiplier shall exceed 1.0 and
(B) no Participant having a salary grade classification of E6 or higher or T6 or
higher shall have an Applicable Multiplier of less than 0.5.

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                  (b)      Notwithstanding anything to the contrary contained in
this Plan, the benefits made available under this Plan to Participants expressly
exclude outplacement services and financial counseling.

                  (c)      Participation in this Plan is voluntary. The Company
may require that each eligible employee execute a participation agreement as a
condition to becoming a Participant hereunder. By agreeing to participate in
this Plan, or by accepting any benefits under this Plan, a Participant
unconditionally agrees for all purposes under this Plan to be bound by all of
the terms and conditions of this Plan, including the provisions of Article III
hereof.

                  Section 2.03. Additional Provisions Relating to Benefits under
Sections 2.02. (a) Notwithstanding anything to the contrary contained in this
Plan, the Company's obligation to continue the benefits described in Section
2.02(a)(ii) for any Participant shall cease if and when such Participant ceases
to be eligible to continue group health plan coverage under COBRA.

                  (b)      Notwithstanding anything to the contrary contained in
this Plan, the amount of the Severance Amount payable to any Participant under
this Plan shall be reduced, dollar for dollar, by the aggregate amount of all
separation, severance or termination payments paid or payable to such
Participant under (i) any Benefit Plan (other than this Plan and the Pension
Plan), including the Company's Fourth Amended and Restated Key Employee
Protection Plan, (ii) any agreement between such Participant and the Company or
(iii) any applicable law, statute, rule, regulation, order or decree (or other
pronouncement having the effect of law) of any nation or governmental authority,
including the Worker Adjustment and Retraining Notification Act.

                  Section 2.04. Cost of Plan; Plan Unfunded; Participant's
Rights Unsecured. The entire cost of this Plan shall be borne by the Company,
and no contributions shall be required of the Participants. The Company shall
not be required to establish any special or separate fund or make any other
segregation of funds or assets to assure the payment of any benefit hereunder.
The right of any Participant to receive the benefits provided for herein shall
be an unsecured claim against the general assets of the Company.

                  Section 2.05. Termination Notices from Participants. For
purposes of this Plan, in order for any Participant to terminate his or her
employment for Good Reason, such Participant must give a written notice of
termination to the Company, which notice shall be in writing and signed by such
Participant, shall be dated the date it is given to the Company, shall specify
the termination date, shall state that the termination is for a Good Reason and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for such Good Reason.

                                   ARTICLE III

                     Claims Procedure and Dispute Resolution

                  Section 3.01. Claims for Benefits. Any claim relating to
benefits under this Plan shall be submitted in writing to the Compensation
Committee in such manner as it may direct. If the Compensation Committee
determines that any claimant is not entitled to receive all or part of the
benefits claimed, it will mail or deliver written notice to such claimant of (a)
its

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determination and the reasons therefor, with appropriate references to pertinent
Plan provisions, and (b) the procedure for review of its determination. Such
notice shall, if appropriate, also explain how a claimant may perfect the claim
and why submission of additional information is necessary to do so. Such notice
shall be provided within 90 days after submission of the claim. If the claimant
does not receive notice of a decision within such 90-day period, the claimant's
claim shall be deemed denied.

                  Section 3.02. Administrative Appeal. An applicant for benefits
whose claim has been denied in whole or in part, or the duly authorized
representative of such claimant, may, within 60 days after receipt of written
notice of such denial (or after the claim is deemed denied), request a review
thereof and submit to the Compensation Committee in writing such additional
information as the claimant desires. A claimant who submits a claim for review
shall have a reasonable opportunity to submit issues and comments in writing and
to review pertinent documents. The Compensation Committee will then render its
final decision with the specific reasons therefore (including references to
pertinent Plan provisions) and notify the claimant in writing of such decision
within 60 days after the submission of such request for review. If the claimant
does not receive notice of such decision within such 60-day period, the claim
for review shall be deemed denied.

                  Section 3.03. Negotiation. Subject to Section 3.05, in case a
dispute or controversy shall arise between any Participant (or any person
claiming by, through or under any Participant) and the Company (including the
Compensation Committee) relating to or arising out of this Plan or a benefit
claim for which a final administrative appeal has been denied (or deemed denied)
pursuant to Section 3.02, either disputant may give written notice to the other
disputant ("Dispute Notice") that it wishes to resolve such dispute or
controversy by negotiations, in which event the disputants shall attempt in good
faith to negotiate a resolution of such dispute or controversy. If the dispute
or controversy is not so resolved within 30 days after the effective date of the
Dispute Notice, subject to Section 3.05, either disputant may initiate
arbitration of the matter as provided in Section 3.04. All negotiations pursuant
to this Section 3.03 shall be held at the Company's principal offices in
Houston, Texas (or such other place as the disputants shall mutually agree) and
shall be treated as compromise and settlement negotiations for the purposes of
the federal and state rules of evidence and procedure.

                  Section 3.04. Arbitration. Subject to Section 3.05, any
dispute or controversy (a) which arises out of or relates to this Plan or a
benefit claim for which a final administrative appeal has been denied (or deemed
denied) pursuant to Section 3.02 and (b) which has not been resolved by
negotiations in accordance with Section 3.03 within 30 days of the effective
date of the Dispute Notice shall, upon the request of either disputant, be
finally settled by arbitration conducted expeditiously in accordance with the
labor arbitration rules of the American Arbitration Association. The arbitrator
shall not be empowered to award damages in excess of compensatory damages and
each disputant shall be deemed to have irrevocably waived any damages in excess
of compensatory damages. The arbitrator's decision shall be final and legally
binding on the disputants and their successors and assigns. The fees and
expenses of the arbitrator shall be borne solely by the prevailing disputant or,
in the event there is no clear prevailing disputant, as the arbitrator deems
appropriate. All arbitration conferences and hearings shall be held in Houston,
Texas.

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                  Section 3.05. Exclusivity, etc. The dispute resolution
procedures set forth in Sections 3.03 and 3.04 shall not apply to any matter
which, by the express provisions of this Plan, is to be finally determined by
the Compensation Committee unless and until the Compensation Committee issues
its decision in accordance with Sections 3.01 and 3.02. Any such determination
by the Compensation Committee shall be final and may not be overturned unless
such determination is found to be arbitrary and capricious or an abuse of
discretion. No legal action may be brought with respect to this Plan except for
the purpose of specifically enforcing the provisions of this Article III or for
the purpose of enforcing any arbitration award made pursuant to Section 3.04.

                                   ARTICLE IV

                            Miscellaneous Provisions

                  Section 4.01. Cumulative Benefits. Except as provided in
Section 2.03(b), the rights and benefits provided to any Participant under this
Plan are cumulative of, and are in addition to, all of the other rights and
benefits provided to such Participant under any Benefit Plan or any agreement
between such Participant and the Company.

                  Section 4.02. No Mitigation or Offset. No Participant shall be
required to mitigate the amount of any payment provided for in this Plan by
seeking or accepting other employment following a termination of his or her
employment with the Company or otherwise. Except as otherwise provided in
Section 2.03(a), the amount of any payment provided for in this Plan shall not
be reduced by any compensation or benefit earned by a Participant as the result
of employment by another employer or by retirement benefits.

                  Section 4.03. Amendment and Termination. The Board shall be
entitled to amend or terminate this Plan at any time and for any reason;
provided, however, that no amendment or termination of this Plan shall affect
the rights or benefits of any Participant or the obligations of the Company
accrued under this Plan as of the effective date of such termination or
amendment.

                  Section 4.04. Administration. (a) The Compensation Committee
is, as respects the rights and obligations of all parties with an interest in
this Plan, given the powers, rights and duties specifically stated elsewhere in
this Plan and, in addition, is given full power and final discretionary
authority to:

                  (i)      make determinations with respect to the
         administration of this Plan, construe and interpret its provisions,
         take all other actions deemed necessary or advisable for the proper
         administration of this Plan and determine all questions arising under
         this Plan, including the power to determine the rights or eligibility
         of Participants and any other persons, and the amounts of their
         benefits under this Plan, and to remedy ambiguities, inconsistencies or
         omissions;

                  (ii)     adopt such rules of procedure and regulations as in
         its opinion may be necessary for the proper and efficient
         administration of this Plan;

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                  (iii)    enforce this Plan in accordance with its terms and in
         accordance with any rules of procedure and regulations adopted by the
         Compensation Committee pursuant to clause (ii) above; and

                  (iv)     employ agents, attorneys, accountants or other
         persons (who also may be employed by the Company), and allocate,
         delegate or reallocate to them such powers, rights and duties as the
         Compensation Committee may consider necessary or advisable to properly
         carry out the administration of this Plan; provided, however, that such
         allocation or delegation and the acceptance thereof by such agents,
         attorneys, accountants or other persons are in writing.

                  (b)      Subject to applicable law, any determination,
construction or interpretation of the provisions of this Plan, and any decision
on any matter within the discretion of the Compensation Committee, that is made
by the Compensation Committee in good faith shall be binding on all persons. In
case of any claim that the Compensation Committee (or any member thereof) did
not act in good faith, the burden of proof shall rest with the person or entity
claiming the absence of good faith.

                  (c)      The members of the Compensation Committee shall
receive no additional compensation for their services relating to this Plan. Any
expenses properly incurred by the Compensation Committee incident to this Plan,
including the cost of any bond required by applicable law, shall be paid by the
Company.

                  (d)      The Company shall indemnify and hold harmless each
member of the Compensation Committee against any and all expenses and
liabilities arising out of his or her administrative functions or fiduciary
responsibilities, including any expenses and liabilities that are caused by or
result from an act or omission of such member acting in good faith in the
performance of such functions or responsibilities. Expenses against which such
member shall be indemnified hereunder shall include, without limitation, the
amounts of any settlement or judgment, costs, counsel fees and related charges
reasonably incurred in connection with a claim asserted or a proceeding brought
or settlement thereof.

                  Section 4.05. Release of Claims. As a condition to receipt of
the benefits under this Plan, a Participant will be required to sign an
agreement, to be prepared by the Company, in which he or she unconditionally and
irrevocably releases the Company and its successors, assigns, divisions,
subsidiaries, representatives, agents, officers, directors, stockholders and
employees from any claims, demands and causes of action relating to or arising
out of the termination of his or her employment with the Company, including any
statutory claims under the Age Discrimination in Employment Act of 1967, the
Americans with Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991
and the Texas Commission on Human Rights Act, but excluding, however, any
claims, demands and causes of action pertaining to (a) any benefits that are to
be provided after the date of such agreement pursuant to the terms of this Plan,
(b) such Participant's rights, if any, under the Company's Fourth Amended and
Restated Key Employee Protection Plan (as the same may hereafter be amended or
modified in accordance

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with its terms) or (c) such Participant's rights, if any, under any employment
agreement between such Participant and the Company.

                  Section 4.06. Assignability. The Company shall have the right
to assign this Plan and to delegate its duties and obligations hereunder;
provided, however, that no such assignment shall relieve or discharge the
Company of or from any of its obligations under this Plan. Unless otherwise
approved by the Compensation Committee, no Participant shall transfer or assign
any of his or her rights under this Plan except by will or the laws of descent
and distribution. Except as otherwise provided by law, no benefit, right or
interest of any Participant under this Plan shall be subject to pledge,
encumbrance, charge, seizure, attachment or legal, equitable or other process,
or be liable for, or subject to, debts, liabilities or other obligations.

                  Section 4.07. Consolidations, Mergers, Etc. Sterling will
require any person, firm or entity which becomes its Successor to expressly
assume and agree to perform this Plan in writing, in the same manner and to the
same extent that Sterling would be required to perform hereunder if no such
succession had taken place.

                  Section 4.08. Benefit and Burden. This Plan shall be binding
upon and inure to the benefit of the Company and its successors and assigns.
This Plan and all rights of each Participant shall inure to the benefit of and
be enforceable by such Participant and his or her personal or legal
representatives, executors, administrators, heirs and permitted assigns. If any
Participant should die while any amounts are due and payable to such Participant
hereunder, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Plan to such Participant's devisees, legatees
or other designees or, if there be no such devisees, legatees or other
designees, to such Participant's estate.

                  Section 4.09. Notices. All notices and other communications
provided for in this Plan shall be in writing and shall be sent, delivered or
mailed, addressed (a) if to the Company, at Sterling's principal office address
or such other address as Sterling may have designated by written notice to all
Participants for purposes hereof, directed to the attention of the General
Counsel, and (b) if to any Participant, at his or her residence address on the
records of the Company or to such other address as he or she may have designated
to the Company in writing for purposes hereof. Each such notice or other
communication shall be deemed to have been duly given or mailed by United States
registered mail, return receipt requested, postage prepaid, except that any
change of notice address shall be effective only upon receipt.

                  Section 4.10. Withholdings. The Company shall have the right
to deduct from any payment hereunder all taxes (federal, state or other) and
other payments which it is required to withhold therefrom.

                  Section 4.11. No Employment Rights Conferred. Nothing
contained in this Plan shall (i) confer upon any Participant any right with
respect to continuation of employment with the Company or (ii) subject to the
rights and benefits of any Participant hereunder, interfere in any way with the
right of the Company to terminate such Participant's employment at any time.

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<PAGE>

                  Section 4.12. Governing Law. This Plan shall be governed in
accordance with the laws of the State of Texas (without giving effect to
conflicts of laws principles thereof) and applicable federal law.

                  IN WITNESS WHEREOF, and as conclusive evidence of the adoption
of this Plan by the Board, Sterling has caused this Plan to be duly executed in
its name and behalf by its proper officer thereunto duly authorized as of March
12, 2004.

                                    STERLING CHEMICALS, INC.

                                    By: ________________________________________
                                    Printed Name: ______________________________
                                    Title: _____________________________________

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