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                                                                   EXHIBIT 10.9e


                             FIFTH AMENDMENT TO THE
                             STERLING CHEMICALS ESOP


                  WHEREAS, there is reserved to the Company the right to amend
the Sterling Chemicals ESOP (the "Plan"); and

                  WHEREAS, the Company deems it advisable to amend the Plan in
the manner hereafter set forth;

                  NOW, THEREFORE, the Plan is hereby amended effective as of
December 31, 1998 as follows:

                  "Notwithstanding anything in the Plan to the contrary, with
                  respect to a participant who attains age 70 1/2 after 1998
                  (other than an owner, within the meaning of IRC Section 318),
                  benefits shall not be paid or begin prior to the participant's
                  termination of employment with the Company and all members of
                  its controlled group of employers. Except to the extent
                  required by IRC Section 401(a)(9), the Plan shall not preclude
                  such a participant from receiving benefits in any of the same
                  optional forms (except for the difference in the timing of the
                  commencement of payments) that would have been available had
                  the participant retired in the calendar year in which the
                  participant attained age 70 1/2."

                  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 instrument shall be read, taken
and construed as one and the same instrument.

                  This instrument 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, the Company has caused this instrument to
be executed effective for all purposes as provided above.


                                    STERLING CHEMICALS, INC.


                                    By:
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                                    Name:
                                         -------------------
                                    Title:
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