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EXHIBIT 10.9b
STERLING CHEMICALS ESOP
(SECOND AMENDMENT)
WHEREAS, there is reserved to the Chief Executive Officer of
the Company in Section 9.1 of the Sterling Chemicals ESOP (the "Plan") the right
to amend the Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Company deems it advisable to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended effective as of
August 21, 1996 as follows:
1. Section 4.3(g) is amended to read as follows:
"All Company Stock acquired by the Plan with the proceeds of
an Exempt Loan must be added to and maintained in the
Unallocated Company Stock Suspense Account. For each Plan Year
during the duration of the Loan, the number of shares of
Company Stock released shall equal the number of encumbered
shares held immediately before release of the current Plan
Year multiplied by a fraction, the numerator of which is the
amount of principal paid for the Plan Year and the denominator
of which is the sum of the numerator plus the principal to be
paid for all future Plan Years. In order to determine the
release of shares based solely on principal payments on the
Exempt Loan, the Exempt Loan must provide for annual payments
of principal and interest at a cumulative rate that is not
less rapid at any time than level annual payments of such
amounts for 10 years; interest included in the Exempt Loan
payment shall be disregarded only to the extent that it would
be determined to be interest under standard loan amortization
tables; and if by reason of a renewal, extension, or
refinancing, the sum of the expired duration of the Exempt
Loan, the renewal period, the extension period, and the
duration of the new Exempt Loan exceeds 10 years, then for
each Plan Year during the duration of the Exempt Loan, the
number of securities released must equal the number of
encumbered securities held immediately before release for the
current Plan Year multiplied by a fraction, the numerator of
which is the amount of principal and interest paid for the
year, and the denominator of which is the sum of the numerator
plus the principal and interest to be paid for all future
years. In addition, in such event the number of future years
under the Exempt Loan must be definitely ascertainable and
must be determined without taking into account any possible
extensions or renewal periods. If the interest rate under the
Exempt Loan is variable, the interest to be paid in future
years must be computed by using the interest rate applicable
as of the end of the Plan Year. If collateral includes more
than one class of securities, the number of securities of each
class to be released for a Plan Year
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must be determined by applying the same fraction to each
class. As of each Anniversary Date, the Plan must consistently
allocate to each Participant's Account pursuant to Section
4.3(b), shares and fractional shares of Company Stock
representing each Participant's interest in the shares
withdrawn from the Unallocated Company Stock Suspense Account;
provided, however, to the extent any cash dividends on
allocated shares of Company Stock have been applied to repay
the loan that year, the number of shares released shall first
be allocated to the accounts of those Participants equal in
amount to the cash dividends diverted from such accounts for
repayment of the Exempt Loan. Income earned with respect to
Company Stock in the Unallocated Company Stock Suspense
Account shall be used to repay the Exempt Loan or used to
purchase such Company Stock. Any income which is not so used
must be allocated as income of the Plan."
2. Section 4.6(b)(2) is amended to read as follows:
"Qualified Election Period means the six Plan Year period
beginning with the first Plan Year in which the Participant
first became a Qualified Participant."
All terms used herein that are defined in the Plan shall have
the same meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue
in full force and effect and the Plan and this amendment shall be read, taken
and construed as one and the same instrument.
This amendment may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute but one
and the same instrument which may be evidenced by any one counterpart.
IN WITNESS WHEREOF, this Amendment has been executed on this
_____________, 1997, effective for all purposes as provided above.
STERLING CHEMICALS, INC.
By:
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Name:
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Title:
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