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EXECUTION COPY
 EXHIBIT 4.5
 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT, FOR THE RATABLE BENEFIT OF SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE
EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER
WITH RESPECT TO THE SECOND LIEN COLLATERAL (AS DEFINED IN THE INTERCREDITOR AGREEMENT DESCRIBED
BELOW), ARE SUBJECT TO THE PROVISIONS OF SUCH INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY
CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT
WITH RESPECT TO THE SECOND LIEN COLLATERAL, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
CONTROL. SEE SECTION 7.10.
 PLEDGE AGREEMENT
 Agreement Company Energy Article I Guarantor Guarantors Pledgors Collateral Agent
 RECITALS:
 Indenture Trustee 1 4 1 4 Notes
 Credit Agreement Lenders Administrative Agent




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Intercreditor Agreement
 Secured
Obligations
     
 Certain Terms
 Administrative Agent recital B
 Agreement preamble
 Capital Securities
 Collateral Section 2.1
 2




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Collateral Agent
 Company preamble
 Credit Agreement recital B
 Distributions
 Dividends
 Energy preamble
 Guarantor Guarantors preamble
 Intercreditor Agreement recital C
 Lenders recital B
 Notes recital A
 Pledged Notes
 Pledged Property
 Pledged Securities
 Pledged Share Issuer Attachment 1
 Pledged Shares Attachment 1
 3




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Pledgors preamble
 Secured Obligations recital D
 Termination Date
 Trustee recital A
 Security Agreement Definitions
 U.C.C. Definitions
 
 Grant of Security Interest Collateral
 Attachment 1
  Attachment 1
   4




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Security for Secured Obligations
 Delivery of Pledged Property
 Dividends, Distributions and Payments on Pledged Securities provided however Attachment 1 Section 2.3
 Continuing Security Interest
    clause (c) Section 2.5 Section 6.4
 5




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Section 4.23 provided
 Security Interest Absolute
       6




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Postponement of Subrogation, etc provided however
    
 Article III
 7




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Ownership, No Liens, etc.
 Valid Security Interest
 As to Pledged Shares Attachment 1 Attachment 1
 Authorization, Approval, etc
   provided however
 8




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Compliance with Laws
 
 Protect Collateral; Further Assurances, etc. Section 4.16 Section 5.01 Section 10.04 Section 2.3
 Stock Powers, etc
 9




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Continuous Pledge Section 2.4 Attachment 1
 Voting Rights; Dividends, etc
 Section 6.3
    provided however
 10




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Collateral Agent Appointed Attorney-in-Fact
  clause (a)
   Collateral Agent May Perform Section 6.4
 Collateral Agent Has No Duty
   11




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Action Under Agreement provided Section 7.2
 Reasonable Care provided
 
 Certain Remedies
  12




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Compliance with Restrictions
 13




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Application of Proceeds
  Indemnity and Expenses
     
 Collateral Document
 Amendments, etc
 14




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Protection of Collateral
 Addresses for Notices
 Headings
 Severability
 Governing Law THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 Counterparts
 15




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Additional Pledgors Annex I
 Intercreditor Agreement
 (a) The Liens granted hereunder in favor of the Collateral Agent for the benefit of the
Secured Parties with respect to any Second Lien Collateral (as defined in the Intercreditor
Agreement) and the exercise of any right related thereto thereby shall be subject, in each case, to
the terms of the Intercreditor Agreement.
 (b) In the event of any direct conflict between the express terms and provisions of this
Agreement and of the Intercreditor Agreement with respect to any Second Lien Collateral, the terms
and provisions of the Intercreditor Agreement shall control until the Discharge of First Lien
Obligations (as defined in the Intercreditor Agreement) shall have occurred.
 (c) Notwithstanding anything to the contrary herein, any provision hereof that requires any
Pledgor to (i) deliver any Second Lien Collateral to the Collateral Agent or (ii) provide that the
Collateral Agent have control over such Second Lien Collateral may be satisfied by (A) the delivery
of such Second Lien Collateral by such Pledgor to the First Lien Agent (as defined in the
Intercreditor Agreement) for the benefit of the First Lien Secured Parties (as defined in the
Intercreditor Agreement) and the Collateral Agent for the benefit of the Secured Parties pursuant
to Article V of the Intercreditor Agreement and (B) providing that the First Lien Agent be provided
with control with respect to such Second Lien Collateral of such Pledgor for the benefit of the
First Lien Secured Parties and the Collateral Agent for the benefit of Secured Parties pursuant to
Article V of the Intercreditor Agreement.
 [Remainder of this page intentionally left blank; signature page follows]
 16




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PLEDGORS:STERLING CHEMICALS, INC.By:Name:Title:STERLING CHEMICALS ENERGY, INC.By:Name:Title:COLLATERAL AGENT:U. S. BANK NATIONAL ASSOCIATION,as Collateral Agent, on behalf of the Secured PartiesBy:Name:Title:
 [signature page to Pledge Agreement]




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[To be attached]




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Supplement Pledge Agreement Company Energy Section 7.9 Guarantor Guarantors Pledgors U.S. Bank    Additional Pledgor
 RECITALS
 Indenture Trustee 1 4 1 4 Notes




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Section 7.9 Additional Collateral
 Attachment 1
  Attachment 1




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Attachment 1 Attachment 1
 Article III
    THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.




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[NAME OF ADDITIONAL PLEDGOR]By:Name:Title:ACKNOWLEDGED AND ACCEPTED BY:U. S. BANK NATIONAL ASSOCIATION.,

as Collateral AgentBy:Name:Title:




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[NAME OF PLEDGOR]
 Pledged SharesPledged Share Issuer
    
    Capital SecuritiesAuthorized Shares
    
    Outstanding Shares
    
    % of Shares Pledged
 Pledged NotesMaker
    
    Description
    
    Aggregate Principal Amount Outstanding
 Annex I to
Pledge Agreement  Page-5