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                                                                EXHIBIT 10.8 (k)

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

                              W I T N E S S E T H:

         WHEREAS, Sterling Chemicals, Inc. (the "Employer") presently maintains
the Sterling Chemicals, Inc. Amended and Restated Salaried Employees' Pension
Plan (the "Plan"); and

         WHEREAS, the Employer, pursuant to Section 15.1 of the Plan, has the
right to amend the Plan from time to time subject to certain limitations.

         NOW, THEREFORE, the Plan is hereby amended in the following manner:

         1.       Change in Plan Year. Effective January 1, 2004, Section 1.5 of
the Plan is hereby amended in its entirety to read as follows:

                  1.5      Plan Year. The Plan is administered on the basis of a
         plan year (the "Plan Year"), which means the Plan's accounting year of
         twelve (12) months commencing on January 1 of each year and ending the
         following December 31.

         2.       Reclassification of Individuals As Employees. Effective as of
the date of adoption of this amendment, Section 2.1(f) is hereby added to read
as follows:

                  (f)      Notwithstanding anything to the contrary, an
         individual who is not characterized or treated by the Employer as a
         common law employee of the Employer shall not be eligible to
         participate in the Plan. In the event such an individual is
         reclassified or deemed to be reclassified as a common law employee of
         the Employer who meets the definition of an Eligible Employee, the
         individual shall be eligible to participate in the Plan as of the
         actual date of such reclassification (to the extent such individual
         otherwise qualifies as an eligible employee hereunder). If the
         effective date of any such reclassification is prior to the actual date
         of such reclassification, in no event shall the reclassified individual
         be eligible to participate in the Plan retroactively to the effective
         date of such reclassification.

         3.       Minimum Distribution Requirements. Effective for distributions
made after December 31, 2002, Section 9.8(c) of the Plan is hereby added to read
as follows:

                  (c)      The provisions of this Section 9.8(c) will apply for
         purposes of determining required minimum distributions for calendar
         years beginning with the 2003 calendar year. All distributions required
         under this Section 9.8(c) will be

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         determined and made in accordance with the Treasury regulations under
         section 401(a)(9) of the Internal Revenue Code. Notwithstanding the
         other provisions of this Section 9.8(c), other than the prior sentence,
         distributions may be made under a designation made before January 1,
         1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
         Responsibility Act (TEFRA) and the provisions of the Plan that relate
         to section 242(b)(2) of TEFRA.

                           (1)      Time and Manner of Distribution.

                                    (i)      Required Beginning Date. The
                           Participant's entire interest will be distributed, or
                           begin to be distributed, to the Participant no later
                           than the Participant's required beginning date.

                                    (ii)     Death of Participant Before
                           Distributions Begin. If the Participant dies before
                           distributions begin, the Participant's entire
                           interest will be distributed, or begin to be
                           distributed, no later than as follows:

                                             (A)      If the Participant's
                                    surviving spouse is the Participant's sole
                                    designated beneficiary, then, except as
                                    provided in the adoption agreement,
                                    distributions to the surviving spouse will
                                    begin by December 31 of the calendar year
                                    immediately following the calendar year in
                                    which the Participant died, or by December
                                    31 of the calendar year in which the
                                    Participant would have attained age 70 1/2,
                                    if later.

                                             (B)      If the Participant's
                                    surviving spouse is not the Participant's
                                    sole designated beneficiary, then
                                    distributions to the designated beneficiary
                                    will begin by December 31 of the calendar
                                    year immediately following the calendar year
                                    in which the Participant died.

                                             (C)      If there is no designated
                                    beneficiary as of September 30 of the year
                                    following the year of the Participant's
                                    death, the Participant's entire interest
                                    will be distributed by December 31 of the
                                    calendar year containing the fifth
                                    anniversary of the Participant's death.

                                             (D)      If the Participant's
                                    surviving spouse is the Participant's sole
                                    designated beneficiary and the surviving
                                    spouse dies after the Participant but before
                                    distributions to the surviving spouse begin,
                                    this Section 9.8(c)(1)(ii), other than
                                    Section 9.8(c)(1)(ii)(A), will apply as if
                                    the surviving spouse were the Participant.

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                                    For purposes of this Section 9.8(c)(1)(ii)
                           and Section 9.8(c)(3), unless Section
                           9.8(c)(1)(ii)(D) applies, distributions are
                           considered to begin on the Participant's required
                           beginning date. If Section 9.8(c)(1)(ii)(D) applies,
                           distributions are considered to begin on the date
                           distributions are required to begin to the surviving
                           spouse under Section 9.8(c)(1)(ii)(A). If annuity
                           payments irrevocably commence to the Participant
                           before the Participant's required beginning date (or
                           to the Participant's surviving spouse before the date
                           distributions are required to begin to the surviving
                           spouse under Section 9.8(c)(1)(ii)(A)), the date
                           distributions are considered to begin is the date
                           distributions actually commence.

                                    (iii)    Forms of Distribution. Unless the
                           Participant's interest is distributed in the form of
                           an annuity purchased from an insurance company or in
                           a single sum on or before the required beginning
                           date, as of the first distribution calendar year
                           distributions will be made in accordance with
                           Sections 9.8(c)(2), 9.8(c)(3) and 9.8(c)(4). If the
                           Participant's interest is distributed in the form of
                           an annuity purchased from an insurance company,
                           distributions thereunder will be made in accordance
                           with the requirements of section 401(a)(9) of the
                           Code and the Treasury regulations. Any part of the
                           Participant's interest which is in the form of an
                           individual account described in section 414(k) of the
                           Code will be distributed in a manner satisfying the
                           requirements of section 401(a)(9) of the Code and the
                           Treasury regulations that apply to individual
                           accounts.

                           (2)      Determination of Amount to be Distributed
                  Each Year.

                                    (i)      General Annuity Requirements. If
                           the Participant's interest is paid in the form of
                           annuity distributions under the plan, payments under
                           the annuity will satisfy the following requirements:

                                             (A)      the annuity distributions
                                    will be paid in periodic payments made at
                                    intervals not longer than one year;

                                             (B)      the distribution period
                                    will be over a life (or lives) or over a
                                    period certain not longer than the period
                                    described in Section 9.8(c)(3) or 9.8(c)(4);

                                             (C)      once payments have begun
                                    over a period certain, the period certain
                                    will not be changed even if the period
                                    certain is shorter than the maximum
                                    permitted;

                                             (D)      payments will either be
                                    nonincreasing or

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                                    increase only as follows:

                                                      (1)      by an annual
                                             percentage increase that does not
                                             exceed the annual percentage
                                             increase in a cost-of-living index
                                             that is based on prices of all
                                             items and issued by the Bureau of
                                             Labor Statistics;

                                                      (2)      to the extent of
                                             the reduction in the amount of the
                                             Participant's payments to provide
                                             for a survivor benefit upon death,
                                             but only if the beneficiary whose
                                             life was being used to determine
                                             the distribution period described
                                             in Section 9.8(c)(3) dies or is no
                                             longer the Participant's
                                             beneficiary pursuant to a qualified
                                             domestic relations order within the
                                             meaning of section 414(p);

                                                      (3)      to provide cash
                                             refunds of employee contributions
                                             upon the Participant's death; or

                                                      (4)      to pay increased
                                             benefits that result from a plan
                                             amendment.

                                    (ii)     Amount Required to be Distributed
                           by Required Beginning Date. The amount that must be
                           distributed on or before the Participant's required
                           beginning date (or, if the Participant dies before
                           distributions begin, the date distributions are
                           required to begin under Section 9.8(c)(1)(ii)(A) or
                           (B)) is the payment that is required for one payment
                           interval. The second payment need not be made until
                           the end of the next payment interval even if that
                           payment interval ends in the next calendar year.
                           Payment intervals are the periods for which payments
                           are received, e.g., bi-monthly, monthly,
                           semi-annually, or annually. All of the Participant's
                           benefit accruals as of the last day of the first
                           distribution calendar year will be included in the
                           calculation of the amount of the annuity payments for
                           payment intervals ending on or after the
                           Participant's required beginning date.

                                    (iii)    Additional Accruals After First
                           Distribution Calendar Year. Any additional benefits
                           accruing to the Participant in a calendar year after
                           the first distribution calendar year will be
                           distributed beginning with the first payment interval
                           ending in the calendar year immediately following the
                           calendar year in which such amount accrues.

                           (3)      Required For Annuity Distributions That
                  Commence During Participant's Lifetime.

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                                    (i)      Joint Life Annuities Where the
                           Beneficiary Is Not the Participant's Spouse. If the
                           Participant's interest is being distributed in the
                           form of a joint and survivor annuity for the joint
                           lives of the Participant and a nonspouse beneficiary,
                           annuity payments to be made on or after the
                           Participant's required beginning date to the
                           designated beneficiary after the Participant's death
                           must not at any time exceed the applicable percentage
                           of the annuity payment for such period that would
                           have been payable to the Participant using the table
                           set forth in Q&A-2 of section 1.401(a)(9)-6T of the
                           Treasury regulations. If the form of distribution
                           combines a joint and survivor annuity for the joint
                           lives of the Participant and a nonspouse beneficiary
                           and a period certain annuity, the requirement in the
                           preceding sentence will apply to annuity payments to
                           be made to the designated beneficiary after the
                           expiration of the period certain.

                                    (ii)     Period Certain Annuities. Unless
                           the Participant's spouse is the sole designated
                           beneficiary and the form of distribution is a period
                           certain and no life annuity, the period certain for
                           an annuity distribution commencing during the
                           Participant's lifetime may not exceed the applicable
                           distribution period for the Participant under the
                           Uniform Lifetime Table set forth in section
                           1.401(a)(9)-9 of the Treasury regulations for the
                           calendar year that contains the annuity starting
                           date. If the annuity starting date precedes the year
                           in which the Participant reaches age 70, the
                           applicable distribution period for the Participant is
                           the distribution period for age 70 under the Uniform
                           Lifetime Table set forth in section 1.401(a)(9)-9 of
                           the Treasury regulations plus the excess of 70 over
                           the age of the Participant as of the Participant's
                           birthday in the year that contains the annuity
                           starting date. If the Participant's spouse is the
                           Participant's sole designated beneficiary and the
                           form of distribution is a period certain and no life
                           annuity, the period certain may not exceed the longer
                           of the Participant's applicable distribution period,
                           as determined under this Section 9.8(c)(3)(ii), or
                           the joint life and last survivor expectancy of the
                           Participant and the Participant's spouse as
                           determined under the Joint and Last Survivor Table
                           set forth in section 1.401(a)(9)-9 of the Treasury
                           regulations, using the Participant's and spouse's
                           attained ages as of the Participant's and spouse's
                           birthdays in the calendar year that contains the
                           annuity starting date.

                           (4)      Required For Minimum Distributions Where
                  Participant Dies Before Date Distributions Begin.

                                    (i)      Participant Survived by Designated
                           Beneficiary. If the Participant dies before the date
                           distribution of his or her

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                           interest begins and there is a designated
                           beneficiary, the Participant's entire interest will
                           be distributed, beginning no later than the time
                           described in Section 9.8(c)(1)(ii)(A) or (B), over
                           the life of the designated beneficiary or over a
                           period certain not exceeding:

                                             (A)      unless the annuity
                                    starting date is before the first
                                    distribution calendar year, the life
                                    expectancy of the designated beneficiary
                                    determined using the beneficiary's age as of
                                    the beneficiary's birthday in the calendar
                                    year immediately following the calendar year
                                    of the Participant's death; or

                                             (B)      if the annuity starting
                                    date is before the first distribution
                                    calendar year, the life expectancy of the
                                    designated beneficiary determined using the
                                    beneficiary's age as of the beneficiary's
                                    birthday in the calendar year that contains
                                    the annuity starting date.

                                    (ii)     No Designated Beneficiary. If the
                           Participant dies on or after the date distributions
                           begin and there is no designated beneficiary as of
                           September 30 of the year after the year of the
                           Participant's death, distribution of the
                           Participant's entire interest will be completed by
                           December 31 of the calendar year containing the fifth
                           anniversary of the Participant's death.

                                    (ii)     Death of Surviving Spouse Before
                           Distributions to Surviving Spouse Are Required to
                           Begin. If the Participant dies before the date
                           distributions begin, the Participant's surviving
                           spouse is the Participant's sole designated
                           beneficiary, and the surviving spouse dies before
                           distributions are required to begin to the surviving
                           spouse, this Section 9.8(c)(4) will apply as if the
                           surviving spouse were the Participant, except that
                           the time by which distributions must begin will be
                           determined without regard to Section
                           9.8(c)(1)(ii)(A).

                           (5)      Definitions.

                                    (i)      Designated Beneficiary. The
                           individual who is designated as the beneficiary under
                           Section 9.10 of the Plan and is the designated
                           beneficiary under section 401(a)(9) of the Internal
                           Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the
                           Treasury regulations.

                                    (ii)     Distribution Calendar Year. A
                           calendar year for which a minimum distribution is
                           required. For distributions

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                           beginning before the Participant's death, the first
                           distribution calendar year is the calendar year
                           immediately preceding the calendar year which
                           contains the Participant's required beginning date.
                           For distributions beginning after the Participant's
                           death, the first distribution calendar year is the
                           calendar year in which distributions are required to
                           begin under Section 9.8(c)(1)(ii).

                                    (iii)    Life Expectancy. Life expectancy as
                           computed by use of the Single Life Table in section
                           1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

                                    (iv)     Required Beginning Date. The date
                           specified in Section 9.8(b) of the Plan.

         4.       Claims Procedures. Effective January 1, 2003, Section 12.10
and Section 12.11 of the Plan are hereby added to read as follows:

                  12.10 Claims Procedure. Claims for benefits under the Plan may
         be filed with the Plan Committee on forms supplied by the Employers.
         Written notice of the disposition of a claim shall be furnished to the
         claimant within 90 days after the application is filed, unless the Plan
         Committee determines that special circumstances require an extension of
         time for processing the claim. If the Plan Committee determines that an
         extension of time for processing is required, written notice of the
         extension shall be furnished to the claimant prior the termination of
         the 90-day period. In no event shall such extension exceed a period of
         90 days from the end of such initial 90-day period. The extension
         notice shall indicate the special circumstances requiring an extension
         of time and the date by which the Plan expects to render the benefit
         determination.

                  In the event the claim is denied, the reasons for the denial
         shall be specifically set forth in the notice in language calculated to
         be understood by the claimant, pertinent provisions of the Plan on
         which the determination is based will be cited and a description of any
         additional material or information necessary for the claimant to
         perfect the claim, and an explanation of why such material or
         information is necessary, will be included. In addition, the claimant
         shall be furnished with an explanation of the Plan's claims review
         procedure and the time limits applicable to such procedures, including
         a statement of the claimant's right to bring a civil action under
         section 502(a) of ERISA following an adverse benefit determination on
         review.

                  12.11 Claims Review Procedure. Any Employee, former Employee,
         or Beneficiary of either, who has been denied a benefit by a decision
         of the Plan Committee pursuant to Section 12.10 shall be entitled to
         request the Plan Committee to give further consideration to his claim
         by filing with the Plan Committee (on a form which may be obtained from
         the Plan Committee) a request for review. Any such review will take
         into account all comments,

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         documents, records, and other information submitted by the claimant
         relating to the claim, without regard to whether such information was
         submitted or considered in the initial benefit determination. Such
         request, together with a written statement of the reasons why the
         claimant believes his claim should be allowed, shall be filed with the
         Plan Committee no later than 60 days after receipt of the written
         notification provided for in Section 12.10. The claimant or his
         representative shall have an opportunity to have reasonable access,
         free of charge, to review and have copies of all documents, records,
         and other information in the possession of the Plan Committee which are
         relevant (as defined in 29 CFR Section 2560.503-1(m)(8)) to the claim
         at issue and its disallowance.

                  A final decision as to the allowance of the claim shall be
         made by the Plan Committee within 60 days of receipt of the appeal
         (unless there has been an extension of 60 days due to special
         circumstances, provided, however, that the delay and the special
         circumstances occasioning it are communicated to the claimant within
         the 60-day period). Such communication shall be written in a manner
         calculated to be understood by the claimant and shall include (i)
         specific reasons for the decision; (ii) specific references to the
         pertinent Plan provisions on which the decision is based; (iii) a
         statement that the claimant is entitled to receive, upon request and
         free of charge, reasonable access to, and copies of, all documents,
         records, and other information "relevant" (as defined in 29 CFR Section
         2560.503-1(m)(8)) to the claimant's claim for benefits; and (iv) a
         statement describing any voluntary appeal procedures offered by the
         Plan, if applicable, and a statement of the claimant's right to bring
         an action under section 502(a) of ERISA.

         IN WITNESS WHEREOF, the Employer has executed this Eleventh Amendment
to the Sterling Chemicals, Inc. Amended and Restated Salaried Employees' Pension
Plan on the _____ day of December, 2003.

                                    STERLING CHEMICALS, INC.

                                    By:    ___________________________________

                                    Name:  ___________________________________

                                    Title: ___________________________________

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