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EXHIBIT 10.3
 AMENDED AND RESTATED PLEDGE AGREEMENT
 Agreement Company Energy Borrower Borrowers Article I Pledgor Pledgors Administrative Agent
  Existing Credit Agreement Existing Pledge Agreement
 Credit Agreement Lenders




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Certain Terms
 Administrative Agent preamble
 Agreement preamble
 Borrowers preamble
 Capital Securities
 Collateral Section 2.1
 Company preamble
 Credit Agreement recital B
 Disposition
 Distributions
 Dividends
 Energy preamble
 Existing Credit Agreement recital A
 2




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Existing Pledge Agreement recital A
 Lenders recital B
 Pledged Notes
 Pledged Property
 Pledged Securities
 Pledged Share Issuer Attachment 1
 Pledged Shares Attachment 1
 Pledgor Pledgors preamble
 Termination Date
 Credit Agreement Definitions
 U.C.C. Definitions
 
 3




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Grant of Security Interest Collateral
 Attachment 1
  Attachment 1
    Security for Obligations
 Delivery of Pledged Property
 Dividends, Distributions and Payments on Pledged Securities provided however Attachment 1 Section 2.3
 4




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Continuing Security Interest
    clause (c) Section 10.11 Section 2.5 Section 6.4 Section 7.1.12 provided
 5




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Security Interest Absolute
          Postponement of Subrogation, etc provided however
  6




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Article III
 Ownership, No Liens, etc. (a) (c)(iii) Section 7.2.3
 Valid Security Interest
 As to Pledged Shares Attachment 1 Attachment 1
 7




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Authorization, Approval, etc
   provided however
 Compliance with Laws
 8




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Protect Collateral; Further Assurances, etc. (a) (c)(iii) Section 7.2.3 Section 7.2.9 Section 7.2.10 Section 2.3
 Stock Powers, etc
 Continuous Pledge Section 2.4 Attachment 1
 9




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Voting Rights; Dividends, etc
 Section 6.3
    provided however
 
 Administrative Agent Appointed Attorney-in-Fact
 10




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clause (a)
   Administrative Agent May Perform Section 6.4
 Administrative Agent Has No Duty
   Reasonable Care provided
 
 11




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Certain Remedies
         Compliance with Restrictions
 12




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Application of Proceeds
 Section 10.3 Section 6.4
          13




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Indemnity and Expenses
     
 Loan Document
 Amendments, etc
 Protection of Collateral
 14




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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
 Additional Pledgors Annex I
 15




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Restatement of Existing Pledge Agreement
 [Remainder of this page intentionally left blank; signature page follows]
 16




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PLEDGORS:
STERLING CHEMICALS, INC.By:Paul G. VanderhovenSenior Vice President - Finance and
Chief Financial Officer STERLING CHEMICALS ENERGY, INC.By:Paul G. VanderhovenVice President [Signature Page to Pledge Agreement]




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ADMINISTRATIVE AGENT:
THE CIT GROUP/BUSINESS CREDIT, INC., as
Administrative Agent, on behalf of the Secured
PartiesBy:Chad RamseyVice President [Signature Page to Pledge Agreement]




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Number orPercent of
    
    
    
    CertificatePledged
    
    Shares/Units
    
    Class(es) of
    
    Number (IfPledgor
    
    Company
    
    Being Pledged
    
    Pledged Shares
    
    Applicable)Sterling Chemicals,
Inc.
    
    Sterling Chemicals
Energy, Inc.
    
    1,000
    
    
    
    Common ($1.00 par
value)
    
    No.2Sterling Chemicals,
Inc.
    
    ChemConnect, Inc.
    
    107,418
    
    
    
    Series A-1
Preferred Stock
    
    PA-1-088Sterling Chemicals,
Inc.
    
    Primex, Ltd.
    
    2,500
    
    
    
    Common (no par
value)
    
    No. 34Sterling Chemicals,
Inc.
    
    Primex, Ltd.
    
    4,164
    
    
    
    Series A
Preferred (no par
value)
    
    No. 57Sterling Chemicals,
Inc.
    
    Primex, Ltd.
    
    1 share
    
    Series C
Preferred (no par
value)
    
    No. 5Sterling Chemicals,
Inc.
    
    S&L Cogeneration
Company
    
    100% of General
Partnership
Interest
    
    N/A
    
    N/A




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Supplement Pledge Agreement Section 7.9 Pledgor Pledgors
 RECITALS
 Credit Agreement Borrowers Lenders
    Section 7.9




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Section 7.9 Additional Collateral
 Attachment 1
  Attachment 1
    Attachment 1 Attachment 1
 Article III




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THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.
    [NAME OF ADDITIONAL PLEDGOR]By:Name:Title:  
 By:Name:Title:




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[NAME OF PLEDGOR]
 Pledged SharesPledged Share Issuer
    
    Capital Securities
 Authorized Shares
    
    Outstanding Shares
    
    % of Shares Pledged
 Pledged NotesMaker
    
    Description
    
    Aggregate Principal AmountOutstanding