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Exhibit 10.1    



October 26,
2008 


Huntsman
Corporation,

10003 Woodloch Forest Drive,

The Woodlands, Texas 77380 



			
	Attention:	 	Peter R. Huntsman

President and Chief Executive Officer





Ladies
and Gentlemen: 


        We
write to you in reference to our September 8, 2008 letter (the "Existing Backstop Letter") in which we committed to make certain
backstop payments to the Huntsman Corporation (the "Company") upon consummation of its merger with a subsidiary of Hexion Specialty
Chemicals, Inc. ("Hexion"), subject to the terms and conditions described in the Existing Backstop Letter. We would like to revise and replace
our prior commitments as follows. 


        Each
of the undersigned severally agrees for the sole benefit of the Company that, upon the consummation of the merger, it or its designee will make a payment in cash to the Company (a
"Backstop Payment") at the time of consummation of the merger in the amount listed as its "Backstop Payment" opposite its name on Schedule A.
Each Backstop Payment would be in connection with the consummation of the merger on the terms of the current merger agreement, and we will receive no equity, debt or other instrument or payment in
return for making the Backstop Payments. 


        Our
obligation to provide the Backstop Payments is subject to only the following three conditions: 



	(a)
	The
merger is consummated on the terms provided in the current merger agreement on or prior to November 2, 2008. Please note that we will consider
extending this date for a reasonable period in the event that Hexion's lenders refuse to honor their commitments and we conclude that Hexion is diligently pursuing specific performance of the funding
obligations or arranging replacement financing for a merger on the terms provided in the current merger agreement. 








 



	(b)
	The
other stockholders of the Company who have made backstop commitments (the "Other Stockholders") fund at
the closing of the merger the backstop commitments they have made to the Company in an aggregate amount of at least $186,233,986.00, and no dividends or other distributions of value from the Company
or its subsidiaries to its stockholders are made prior to or in connection with the consummation of the merger (other than payment of the merger consideration in accordance with the terms of the
current merger agreement) without our prior written consent.



	(c)
	Apollo
Management, L.P. or its applicable affiliates ("Apollo") contributes new equity to Hexion at
or prior to the closing of the merger in an aggregate amount of US$750 million or more, and no fees are paid or dividends or other distributions of value from Hexion or its subsidiaries to
Apollo are made prior to or in connection with the consummation of the merger without our prior written consent. Our commitment is conditional upon our confirmation that Apollo has made a
legally-binding commitment on or prior to October 26, 2008 to make this equity investment, conditional upon the closing of the merger. 




        We
would urge the Huntsman family and all other stockholders of the Company that are in a position to do so to make an incremental commitment to provide backstop funding at the closing
of the merger
on the same terms as the undersigned (i.e., for a net share price of $22.00). However, our commitments hereunder are not conditioned upon incremental commitments by any other stockholder. 


        Please
note that none of the undersigned has taken any position at this time on how it would vote were an amendment to the merger agreement recommended by the Board of Directors of the
Company and put to vote of the stockholders for approval. 


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        If
you agree to accept our revised commitments, please countersign this letter and return a copy to each of us. Upon delivery of your counterpart signature page to this letter, this
letter will become a binding contract between us. If you do not so accept our commitments on or prior to October 26, 2008, our offer to make capital contributions set forth herein will
terminate without effect and our offer to make capital commitments pursuant to the Existing Backstop Letter will continue (and will expire) in accordance with its terms. If you do so accept our
commitments, these commitments will replace our offer to make capital commitments pursuant to the Existing Backstop Letter and the Existing Backstop Letter will terminate without effect. 


        This
letter shall be governed by and construed in accordance with the laws of the State of New York. Our obligations under this letter are solely for your benefit, and may not be relied
upon or enforced by any other person. The terms of this letter may be amended or waived only by a written instrument signed by the Company and each of the undersigned that is affected by the amendment
or waiver. This letter may be executed in any number of counterparts, all of which when taken together shall constitute a single instrument. You and we hereby irrevocably waive to the full extent
permitted by applicable law all right to trial by jury in any suit, action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter or the
transactions contemplated hereby. 


        Finally,
please understand that each of the undersigned acts only for itself in this matter and has no authority to bind anyone else. We are executing a single letter only for purposes
of convenience to ensure that the other parties hereto are simultaneously bound hereby. 



			
	 	 	Very truly yours,






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	 	D. E. SHAW VALENCE PORTFOLIOS, L.L.C.
	
 	
 By:	
 	
D. E. SHAW & CO., L.P., as Managing Member
	
 	
 By:	
 	
/s/ Julius Gaudio






  Name: Julius Gaudio

Title: Managing Director
	
 	
D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
	
 	
 By:	
 	
D. E. SHAW & CO., L.L.C., as Managing Member
	
 	
 By:	
 	
/s/ Julius Gaudio






  Name: Julius Gaudio

Title: Managing Director





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	 	MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (BERMUDA) L.P.
	
 	
 By:	
 	
MATLINPATTERSON GLOBAL ADVISERS LLC,

its Investment Advisor
	
 	
 By:	
 	
/s/ Lawrence M. Teitelbaum






  Name: Lawrence M. Teitelbaum

Title: Chief Financial Officer
	
 	
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.
	
 	
 By:	
 	
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor
	
 	
 By:	
 	
/s/ Lawrence M. Teitelbaum






  Name: Lawrence M. Teitelbaum

Title: Chief Financial Officer







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	 	CITADEL LIMITED PARTNERSHIP
	
 	
 By:	
 	
CITADEL INVESTMENT GROUP, L.L.C., its General Partner
	
 	
 By:	
 	
/s/ John C. Nagel






  Name: John C. Nagel

Title: Authorized Signatory





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	ACCEPTED AND AGREED

on October 26, 2008:	 	 
	
HUNTSMAN CORPORATION	
 	

 
	
 By:	
 	
/s/ Sam Scruggs






  Name: Sam Scruggs

Title: EVP and General Counsel	
 	

 
	
 cc:	
 	
Hexion Specialty Chemicals, Inc.

(William H. Carter)	
 	

 
	

 	
 	
Apollo Global Management, LLC

(Joshua J. Harris)	
 	

 





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Schedule A




					
	 Stockholder  
	 	Backstop Payment  	 
	 





 Citadel Limited Partnership
	 	$	155,320,000.00	 
	 D. E. Shaw Oculus Portfolios, L.L.C. 
	 	$	49,676,101.50	 
	 





 D. E. Shaw Valence Portfolios, L.L.C. 
	 	$	103,695,769.16	 
	 MatlinPatterson Global Opportunities Partners L.P. 
	 	$	102,224,203.94	 
	 





 MatlinPatterson Global Opportunities Partners (Bermuda) L.P. 
	 	$	35,621,392.38	 
	 	 	 	 
	 TOTAL
	 	$	446,537,466.98	 





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Exhibit 10.1