Exhibit 10.13(c)
 Third Amendment to the  Sterling Chemicals, Inc.  Amended and Restated Hourly Employees Pension Plan
 Whereas Corporation Existing
Plan
 Whereas
 Whereas Amendment
 Now, Therefore
 Amendment of Section 1.1 of the Existing Plan
  Amendment of Section 1.1 of the Existing Plan




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Amendment of Section 9.4 of the Existing Plan
  Amendment of Section 9.5 of the Existing Plan
  Amendment of Section 11.6(a) of the Existing Plan
  Amendment of Article 11 of the Existing Plan
 11.10 Limitations based on funded status
  (a)
    
    Funding Percentage Less Than 60 Percent. In any case in which the Plans AFTAP
for a Plan Year is less than 60%, the Plan shall not make any Prohibited Payment with an
Annuity Starting Date on or after the Applicable Section 436 Measurement Date.(b)
    
    Bankruptcy. The Plan shall not make any Prohibited Payment with an Annuity
Starting Date during any period in which the plan sponsor is a debtor in a case under
title 11 of the United States Code or any similar Federal or state law, provided that
this Section 11.10(b) shall not apply on or after the date on which an enrolled actuary
certifies that the Plans AFTAP is not less than 100%.
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(c)
    
    Funding Percentage Between 60 and 80 Percent. In any case in which the Plans
AFTAP for a Plan Year is at least 60% but less than 80%, the Plan shall not make any
Prohibited Payment with an Annuity Starting Date after the Applicable Section 436
Measurement Date to the extent the amount of such payment exceeds the lesser of:
 (i)
    
    50% of the amount of the payment that could be made without regard to this
Section 11.10; or(ii)
    
    the present value of the maximum guarantee with respect to the Participant
under ERISA Section 4022 (determined under guidance prescribed by the Pension
Benefit Guaranty Corporation using the Applicable Interest Rate and Applicable
Mortality Table);
 provided that only one Prohibited Payment meeting the requirements of this Section
11.10(c) may be made with respect to any Participant during any period of
consecutive Plan Years to which a limitation under Section 11.10(a), Section
11.10(b), or this Section 11.10(c) applies. For purposes of this Section
11.10(c), a Participant and his Beneficiary (or alternate payee under a Qualified
Domestic Relations Order) shall be treated as one Participant in accordance with
Code Section 436(d)(3)(B)(ii) and regulations thereunder.(d)
    
    Definitions. The following definitions shall apply for purposes of the
Plan:
 (i)
    
    AFTAP shall mean the Plans adjusted funding target attainment percentage
determined under Code Section 436(j)(2).(ii)
    
    Applicable Section 436 Measurement Date shall mean the applicable Section
436 measurement date within the meaning of proposed regulations under Code Section
436 or any successor thereto.(iii)
    
    Prohibited Payment shall mean:
 (A)
    
    any payment in excess of the monthly amount paid under a single
life annuity to a Participant or Beneficiary whose Annuity Starting Date
occurs during any period in which a limitation described in Section 11.10(a)
or (b) is in effect;(B)
    
    any payment for the purchase of an irrevocable commitment from an
insurer to pay benefits; or(C)
    
    any other payment specified under applicable Treasury regulations
issued under Code Section 436;
 provided however, the term Prohibited Payment shall not include any benefit
which under Code Section 411(a)(11) may be immediately distributed without the
consent of the Participant.
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(e)
    
    Applicable Rules. This Section 11.10 shall be applied in accordance with Code
Section 436 and regulations promulgated thereunder.
 Amendment of Section 16.1 of the Existing Plan
  Amendment of Section 17.9 of the Existing Plan
  Effect of Amendments
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Binding Effect
 Severability
 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.Kenneth M. Hale, Senior Vice-President andGeneral Counsel
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