**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**Form 10-K/A**

** **

**Amendment No. 1**

 
|  **(Mark  One)** | ** **                                                                                                                             |
|-----------------------|----------------------------------------------------------------------------------------------------------------------------------------|
| **x**                 | **ANNUAL REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED  DECEMBER 31, 2007** |
| ** **            | ** **                                                                                                                             |
| **OR**                |
| ** **            |
| **o**                 | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                          |

 

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| **Commission**

**File Number** | ** ** | **Exact Name  of Registrant as  Specified in its**

**Charter,  Principal Office Address  and Telephone Number** | ** ** | **State of  Incorporation** | ** ** | **I.R.S.  Employer  Identification No.** |
|---------------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|------------------------------------------|
| 001-32427                       |       | Huntsman Corporation

500 Huntsman Way

Salt Lake City, Utah 84108

(801) 584-5700

                        |       | Delaware                    |       | 42-1648585                               |
| 333-85141                       |       | Huntsman International LLC

500 Huntsman Way

Salt Lake City, Utah 84108

(801) 584-5700                         |       | Delaware                    |       | 87-0630358                               |

 

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**S****ecuritiesregistered pursuant to Section 12(b) of the Exchange Act:**

 

| **Registrant**             | ** ** | **Title of each  class**                | ** ** | **Name of each  exchange on which registered** |
|----------------------------|------------|-----------------------------------------|------------|------------------------------------------------|
| Huntsman Corporation       |       | Common Stock, par value $0.01 per share |       | New York Stock Exchange                        |
| Huntsman International LLC |       | None                                    |       | None                                           |

 

**Securities registered pursuant to Section 12(g) ofthe Exchange Act:**

 

| **Registrant**             | ** ** | **Title of each  class** |
|----------------------------|------------|--------------------------|
| Huntsman Corporation       |       | None                     |
| Huntsman International LLC |       | None                     |

 

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Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 
| Huntsman Corporation       | YES x | NO o |
|----------------------------|------------|-----------|
| Huntsman International LLC | YES o | NO x |

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Exchange Act.

 
| Huntsman Corporation       | YES o | NO x |
|----------------------------|------------|-----------|
| Huntsman International LLC | YES o | NO x |

 

Indicate by check mark whether the registrant: (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days.

 
| Huntsman  Corporation       | YES x | NO o |
|-----------------------------|------------|-----------|
| Huntsman  International LLC | YES x | NO o |

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of the registrants’ knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer or a smaller reportingcompany. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Exchange Act. (Check one):

 
| Huntsman Corporation       | Large accelerated  filer  x      | Accelerated filer o | Non-accelerated filer   o | Smaller reporting company o |
|----------------------------|---------------------------------------|---------------------|--------------------------------|-----------------------------|
| Huntsman International LLC | Large accelerated filer   o | Accelerated filer o | Non-accelerated filer   x | Smaller reporting company o |

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

 
| Huntsman Corporation       | YES o | NO x |
|----------------------------|------------|-----------|
| Huntsman International LLC | YES o | NO x |

 

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On June 29, 2007,the last business day of the registrant’s second fiscal quarter, the aggregatemarket value of voting and non-voting common equity held by nonaffiliates wasas follows:

 
| **Registrant**             | ** ** | **Common Equity**        | ** ** | **Market Value Held by Nonaffiliates** | ** **    |
|----------------------------|------------|-------------------------------|------------|------------------------------------------------------------|---------------|
| Huntsman Corporation       |       | Common Stock                  |       | $                                                          | 2,205,082,624 | (1) |
| Huntsman International LLC |       | Units of  Membership Interest |       | $                                                          | 0             | (2) |

 

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(1)                                  Based on the closing price of $24.31 pershare of common stock as quoted on the New York Stock Exchange.

 

(2)                                  All unitsof membership interest are held by Huntsman Corporation, an affiliate.

 

On February 21,2008, the number of shares outstanding of each of the registrant’s classes ofcommon equity was as follows:

 
| **Registrant**             | ** ** | **Common Equity**        | ** ** | **Outstanding** | ** ** |
|----------------------------|------------|-------------------------------|------------|-----------------|------------|
| Huntsman Corporation       |       | Common Stock                  |       | 234,053,329     |       |
| Huntsman International LLC |       | Units of  Membership Interest |       | 2,728           |       |

 

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This Amendment No. 1 onForm 10-K/A presents information for two registrants: Huntsman Corporationand Huntsman International LLC. Huntsman International LLC is a wholly ownedsubsidiary of Huntsman Corporation and is the principal operating company ofHuntsman Corporation. The information reflected in this Amendment No. 1 onForm 10-K/A is equally applicable to both Huntsman Corporation andHuntsman International LLC, except where otherwise indicated.

 

Huntsman International LLCmeets the conditions set forth in General Instructions (I)(1)(a) and (b) ofForm 10-K and, to the extent applicable, is therefore filing this formwith a reduced disclosure format.

 

***Documents Incorporatedby Reference***

 

None.

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1on Form 10-K/A (this “Amendment No. 1”) amends our annual report on Form 10-Kfor the year ended December 31, 2007 (our “2007 10-K”), originally filedwith the Securities and Exchange Commission (the “Commission”) on February 22,2008. As permitted by General Instruction (G)(3) of Form 10-K, we didnot include the information required by Part III of Form 10-K in our2007 10-K. In accordance with General Instruction (G)(3) of Form 10-K,this Amendment No. 1 is being filed to include the information required byPart III of Form 10-K.  PartIII of Form 10-K includes, among other information, Compensation Discussion andAnalysis and related compensation tables and information.

 

                Except as otherwise specifically indicatedherein, this Amendment No. 1 does not reflect events occurring after the February 22,2008 filing of our 2007 10-K and does not modify or update the disclosuresset forth in our 2007 10-K, including the financial statements and notes tofinancial statements set forth in our 2007 10-K. We direct you to our filingswith the Commission made subsequent to February 22, 2008 for additionalinformation on events subsequent to February 22, 2008.

 

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**HUNTSMAN CORPORATION AND SUBSIDIARIES**

**HUNTSMAN INTERNATIONAL LLC ANDSUBSIDIARIES**

**AMENDMENT NO. 1 ON FORM 10-K/A**

**TABLE OF CONTENTS**

 
|          | **Page**                                                                                        |
|---------------|-------------------------------------------------------------------------------------------------|
|          |                                                                                            |
| PART III | 1                                                                                               |
| ITEM 10. | DIRECTORS AND EXECUTIVE  OFFICERS OF THE REGISTRANT                                             | 1 |
| ITEM 11. | EXECUTIVE COMPENSATION                                                                          | 4 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 28 |
| ITEM 13. | CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS                                                 | 31 |
| ITEM 14. | PRINCIPAL  ACCOUNTANT FEES AND SERVICES                                                         | 34 |
| PART IV  | 35                                                                                              |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT  SCHEDULES                                                     | 35 |

 

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**PART III**

 

**ITEM 10.  DIRECTORS ANDEXECUTIVE OFFICERS OF THE REGISTRANT**

 

Information withrespect to our directors is presented below, as of April 18, 2008.

 
| *Class I Directors (term expires in 2008)*  |
|--------------------------------------------------|
| * *                                         |
| **Jon M. Huntsman**                              | Mr. Huntsman, age  70, has served as Chairman of the Board of Directors since October 2004.  He has been Chairman of the Board of all Huntsman companies since he founded  his first plastics company in 1970. Mr. Huntsman served as the Chief  Executive Officer of our Company and all of our affiliated companies from  1970 to 2000. Mr. Huntsman is a director or manager of Huntsman  International LLC and certain of our other subsidiaries. In addition, Mr. Huntsman  serves or has served as Chairman or as a member of numerous corporate,  philanthropic and industry boards, including the American Red Cross, The  Wharton School, University of Pennsylvania, Primary Children’s Medical Center  Foundation, the Chemical Manufacturers Association and the American Plastics  Council. Mr. Huntsman was selected in 1994 as the chemical industry’s  top CEO for all businesses in Europe and North America and received the 2006  Chemical Industry Award. Mr. Huntsman formerly served as Special  Assistant to the President of the United States and as Vice Chairman of the  U.S. Chamber of Commerce. He is the Chairman and Founder of the Huntsman  Cancer Institute. Mr. Huntsman is the father of our CEO, Peter R.  Huntsman. |
|                                             |   |
| **Marsha J. Evans**                              | Ms. Evans, age 60,  has served as a Director since August 2005. Ms. Evans served as  President and Chief Executive Officer of The American Red Cross from August 2002  until December 2005. Ms. Evans previously served as the National  Executive Director of Girl Scouts of the USA from 1998 until July 2002.  She served with the United States Navy for 29 years, where she was  commissioned ensign in 1968 and attained the rank of rear admiral before  retiring in 1998. Prior to retirement, she served as superintendent of the  Naval Postgraduate School in Monterey, California, and as director of the  George C. Marshall European Center for Security Studies. Ms. Evans also  serves as a director of Weight Watchers International, Inc., Lehman  Brothers Holdings Inc. and Office Depot, Inc. |
| * *                                         |
| *Class II Directors (term expires in 2009)* |
| * *                                         |
| **Peter R. Huntsman**                            | Mr. Huntsman, age  45, has served as a Director since October 2004. Mr. Huntsman also  serves as President and Chief Executive Officer of our Company. Prior to his  appointment in July 2000 as Chief Executive Officer, Mr. Huntsman  served as President and Chief Operating Officer since 1994. In 1987, Mr. Huntsman  joined Huntsman Polypropylene Corporation as Vice President before serving as  Senior Vice President and General Manager. Mr. Huntsman has also served  as President of Olympus Oil, as Senior Vice President of Huntsman Chemical  Corporation and as Senior Vice President of Huntsman Packaging Corporation, a  former subsidiary of our Company. Mr. Huntsman was the recipient of the  12th Annual Petrochemical Heritage Award. Mr. Huntsman is a director or  manager of Huntsman International LLC and certain of our other subsidiaries. Mr. Huntsman  is the son of our Chairman, Jon M. Huntsman. |
|                                             |   |
| **Wayne A. Reaud**                               | Mr. Reaud, age 60,  has served as a Director and Chairman of the Compensation Committee since March 2005.  Mr. Reaud is a trial lawyer and the founder of the law firm of Reaud,  Morgan & Quinn. For over thirty years, he has represented clients in  significant cases involving personal injury, product and premises liability,  toxic torts and business litigation. Mr. Reaud has handled first  impression mass tort litigation involving asbestos premises liability claims,  including the largest asbestos product liability class action lawsuit in the  history of Texas courts. He also represented the State of Texas in its  landmark litigation against the tobacco industry. Mr. Reaud currently  serves as Chairman of the Board of the Beaumont Foundation of America and is  President and a Director of the Reaud Charitable Foundation. He is a Life  Fellow of the Texas Bar Foundation and a Fellow of the International Society  of Barristers. Mr. Reaud was chosen as the Most Distinguished Alumni of  Texas Tech University Law School in 1998. He is listed in Best Lawyers in  America. |

 

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| **Alvin V. Shoemaker**                             | Mr. Shoemaker, age  69, has served as a Director since March 2005. Mr. Shoemaker has  been a private investor since his retirement as Chairman of the Board of  First Boston Corporation and First Boston, Inc. in 1989, a position he  assumed in 1983. Mr. Shoemaker also serves as a director of Wynn Resorts  Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|----------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                               |
| *Class III  Directors (term expires in 2010)* |
| * *                                           |
| **Nolan D. Archibald**                             | Mr. Archibald, age 64,  has served as a Director since March 2005. Mr. Archibald has been  President and Chief Executive Officer of The Black & Decker  Corporation since 1986 and Chairman of the Board of The Black &  Decker Corporation since 1987. Mr. Archibald also serves as a director  of Lockheed Martin Corporation and Brunswick Corporation.                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **H. William Lichtenberger**                       | Mr. Lichtenberger, age  72, has served as a Director and Chairman of the Nominating and Governance  Committee since March 2005. Mr. Lichtenberger was the Chairman and  Chief Executive Officer of Praxair, Inc. from 1992 until his retirement  in 2000. From 1990 until 1992, he was President and Chief Operating Officer  of Union Carbide Corporation. Mr. Lichtenberger also serves as a  director of Ingersoll-Rand Company Limited.                                                                                                                                                                                                                                                                                                                              |
| ** **                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Richard A. Michaelson**                          | Mr. Michaelson, age 56,  has served as a Director and Chairman of the Audit Committee since October 2004.  Mr. Michaelson is the Chief Financial Officer of Life Sciences Research  Inc., a contract research organization providing global outsourcing services  to the pharmaceutical industry. Prior to his joining LSR in 1998, he was a  partner in Focused Healthcare Partners, a healthcare investment company. Mr. Michaelson  was the Chief Financial Officer of Unilab Corporation, California’s largest  provider of clinical laboratory services, from 1993 to 1997, and held a  succession of senior management positions at MetPath (now Quest Diagnostics)  between 1982 and 1993. Mr. Michaelson was a financial analyst at IBM  from 1979 to 1982. |

 

**SECTION 16(a) BENEFICIALOWNERSHIP REPORTING COMPLIANCE**

** **

Section 16(a) of the Exchange Act requires our directors andexecutive officers, among others, to file with the SEC and the NYSE an initialreport of ownership of our common stock on Form 3 and reports of changesin ownership on Form 4 or Form 5. Persons subject to Section 16are required by SEC regulations to furnish us with copies of all Section 16forms that they file related to our stock transactions. Under SEC rules,certain forms of indirect ownership and ownership of our common stock bycertain family members are covered by these reporting requirements. As a matterof practice, our administrative staff assists our directors and executiveofficers in preparing initial ownership reports and reporting ownership changesand typically files these reports on their behalf.

 

Based solely on a review of the copies of Forms 4 and 5 furnished tous, or written representations from reporting persons that all reportabletransactions were reported, we believe that during 2007 all of our executiveofficers, directors and greater than 10% holders filed the reports required tobe filed under Section 16(a) on a timely basis under Section 16(a).

 

**Fin**ancial Code of Ethicsand Business Conduct Guidelines

** **

Our Board has adopted a Financial Code of Ethics for Senior FinancialOfficers. This code of ethics applies to our Chief Executive Officer, ChiefFinancial Officer and Chief Accounting Officer. Among other matters, this codeof ethics is designed to promote: 

 

·                  honestand ethical conduct;

 

·                  avoidanceof conflicts of interest;

 

·                  full,fair, accurate, timely and understandable disclosure in reports and documentsthat we file with, or submit to, the SEC and in our other publiccommunications;

 

·                  compliancewith applicable governmental laws and regulations and stock exchange rules;

 

·                  promptinternal reporting of violations of the code to an appropriate person orpersons identified in the code; and

 

·                  accountabilityfor adherence to the code.

 

In addition, the Board has adopted our Business Conduct Guidelines. TheBoard requires all directors, officers and employees to adhere to theseguidelines in addressing the legal and ethical issues encountered in conductingtheir work. The Financial Code of Ethics and Business Conduct Guidelines areavailable on our website at www.huntsman.com. We will also 

 

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furnish copies of the FinancialCode of Ethics and Business Conduct Guidelines to any person who requests them.Requests for copies should be directed to the Corporate Secretary, 500 HuntsmanWay, Salt Lake City, Utah, 84108 or to CorporateSecretary@huntsman.com.

 

**Audit Committee**

** **

Our Board currently has, and appoints the members of, a standing AuditCommittee. The current members of the audit committee are Richard A. Michaelson(Chair), H. William Lichtenberger and Alvin V. Shoemaker. Our Board hasdetermined that Mr. Michaelson, the Chairman of the Audit Committee,qualifies as an “audit committee financial expert” as defined by theregulations of the SEC.

 

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** **

**ITEM 11. EXECUTIVE COMPENSATION**

 

# **COMPENSATIONDISCUSSION AND ANALYSIS**

#  

**Named Executive Officers**

** **

The following Compensation Discussion and Analysis provides informationregarding the compensation paid to our Chief Executive Officer, Chief FinancialOfficer and the other three most highly compensated executive officers in 2007.We refer to these individuals as “named executive officers.”  Our named executive officers are Peter R.Huntsman, President and Chief Executive Officer, J. Kimo Esplin, Executive VicePresident and Chief Financial Officer, Samuel D. Scruggs, Executive VicePresident, General Counsel and Secretary, Anthony P. Hankins, DivisionPresident, Polyurethanes, and Paul G. Hulme, Division President, Materials andEffects.

 

**Compensation Philosophyand Objectives**

** **

Our executive compensation programs are designed to attract, motivateand retain executives critical to our long-term success and the creation of stockholdervalue. Our fundamental compensation philosophy is that performance should havea significant impact on compensation and, consequently, we attempt to closelylink executive officers’ total compensation with the achievement of annual andlong-term performance goals. Management and the Compensation Committee believethat compensation decisions are complex and require careful review ofindividual and Company performance and chemical and general industrycompensation levels. The Compensation Committee awards compensation to ourexecutive officers based upon overall, business division and individualperformance and designs compensation so as to motivate executive officers toachieve strategic objectives and to continue to perform at the highest levels.

 

Based on the objectives described above, we strive to set a totalcompensation opportunity within range of the median of the total directcompensation paid to similarly situated executives at comparable companiesagainst whom we compete both in the chemical industry marketplace and in thebroader market for executive, key employee and outside director talent. Actualcompensation may be above or below the median based on the actual performanceof our Company and the individual, with the opportunity to achieve upperquartile compensation based on superior performance. This approach is intendedto ensure that a significant portion of executive compensation is based on ourfinancial and strategic performance.

 

**Roles andResponsibilities**

** **

Each of the Compensation Committee, management and an independentcompensation consultant retained by the Compensation Committee is involved inthe development, review and evaluation, and approval of our executivecompensation programs.

 

*Executive Management.*  Our Chief Executive Officer sets ourstrategic direction and strives to promote compensation programs that motivateexecutives’ behaviors consistent with strategic objectives. Our Chief FinancialOfficer and our General Counsel assist our Chief Executive Officer by advisingon legal and financial considerations relevant to these programs. Our ChiefExecutive Officer is also assisted by our Vice President, Global HumanResources, who provides assistance with the design and development ofcompensation programs, the interpretation of data and the effects ofadjustments and modifications to compensation programs. In collaboration withthe Compensation Committee and the compensation consultant, managementcoordinates the annual review of the compensation programs for the executive officers.This includes an evaluation of individual and our overall performance,competitive practices and trends, and various compensation issues. Based on theresults of this review, management makes recommendations to the CompensationCommittee regarding the compensation of each of the executive officers, otherthan the Chief Executive Officer.

 

*Compensation Committee.*  The Compensation Committee has overallresponsibility for the approval of programs that are reasonable, consistentwith our stated compensation philosophy and support our business goals andobjectives. The Board established the Compensation Committee in February 2005at the time of our initial public offering, and the current members of theCompensation Committee were appointed in March 2005. The CompensationCommittee consists of three directors, Messrs. Wayne A. Reaud (Chairman),Nolan D. Archibald and Alvin V. Shoemaker, each of whom is independent withinthe meaning of the current rules of the NYSE.

 

The Compensation Committee has authority and responsibility for thereview, evaluation and approval of the compensation structure and level for allof our executive officers. This includes the articulation of a compensationphilosophy, and policies and plans covering our executive officers. TheCompensation Committee also conducts an annual review and approval of the ChiefExecutive Officer’s annual compensation, including an evaluation of hisperformance, corporate goals and objectives relevant to his compensation, andhis compensation under various circumstances, including upon retirement or achange in control.

 

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The Compensation Committee operates pursuant to a charter, which isavailable on the company’s website at www.huntsman.com. Under its charter, thestated purposes of the Compensation Committee are:

 

·                  toreview, evaluate and approve our compensation agreements,incentive-compensation and equity-based plans, policies and programs;

 

·                  tocarry out its responsibilities under applicable securities laws and regulationsrelating to our proxy statement for our annual meeting of stockholders or otherapplicable report or filing;

 

·                  tootherwise discharge the Board’s responsibilities relating to compensation ofour officers and directors; and

 

·                  toperform such other functions as the Board may assign to the CompensationCommittee from time to time.

 

The Compensation Committee’s charter permits the Compensation Committeeto form and delegate some or all of its authority to subcommittees when itdeems appropriate. In particular, the Compensation Committee may delegate theapproval of award grants and other responsibilities regarding theadministration of compensatory programs to a subcommittee consisting solely ofmembers of the Compensation Committee who are non-employee directors or outsidedirectors. In the past, the Compensation Committee has not so delegated itsauthority.

 

The Compensation Committee typically meets at least four times eachyear to address various compensation issues and processes. Our Chief ExecutiveOfficer does not have the ability to call Compensation Committee meetings, butgenerally attends Compensation Committee meetings at the Compensation Committee’srequest to answer questions and provide input regarding the performance of ourexecutive officers. However, the Chief Executive Officer is not present whiledecisions regarding his compensation are made. In addition, each CompensationCommittee meeting usually includes an executive session without members ofmanagement present. The Compensation Committee met six times during 2007, andfour of these meetings included an executive session. Our Chief ExecutiveOfficer attended four Compensation Committee meetings in 2007. The CompensationCommittee regularly reports to the full Board regarding executive compensationmatters.

 

*Compensation Consultant.*  The Compensation Committee has sole authorityto retain and terminate the services of a compensation consultant who reportsto the Compensation Committee. The role of the compensation consultant is toadvise the Compensation Committee in its oversight role, advise management inthe executive compensation design process and provide independent compensationdata and analysis to facilitate the annual review of the programs. Thecompensation consultant, who is a Principal at Towers Perrin, attends CompensationCommittee meetings as requested by the Compensation Committee. During 2007, thecompensation consultant attended four Compensation Committee meetings.

 

Services performed by the compensation consultant for the CompensationCommittee during 2007 included evaluation of levels of executive compensationas compared to general market compensation data and peer companies’compensation data, preparation of tally sheets for each of the executiveofficers, evaluation of proposed compensation programs or changes to existingprograms and providing information on current executive compensation trends andregulations.

 

In order to ensure the continued independence of the compensationconsultant, the entire Board is made aware of all other services performed bythe compensation consultant for our Company. During 2007, these other serviceswere comprised of U.S. and global actuarial services, health and welfareconsulting and general compensation services.

 

In 2007, our Chief Executive Officer did not meet with the compensationconsultant outside of Compensation Committee meetings, and met with thecompensation consultant at such meetings only when members of the CompensationCommittee were present. Our Chief Executive Officer did not retain or consultwith any other compensation consultant.

** **

**Annual Review ofExecutive Compensation**

** **

Our management and the Compensation Committee strive to maintain anexecutive compensation program that is structured to provide executive officerswith a total compensation package that, at expected levels of performance, iscomparable to those provided to other executives holding comparable positionsor having similar qualifications in other similarly situated organizations inthe chemical industry and the general market. This is achieved through anannual review of the compensation of each of our Company’s executive officers.

 

In preparation of the annual review, the compensation consultantconducted competitive compensation analyses using several sources of data. Onesource of data specifically utilized in evaluating compensation levels of theexecutive officers, and particularly the named executive officers, was proxystatements filed by our chemical industry peer companies. Additionalinformation regarding the peer group of companies is provided below. Please see“Compensation Discussion and Analysis—Compensation Peer Group.”  We also utilized nationally recognizedcompensation surveys to assess the competitiveness of executive compensation.Specific survey benchmark matches were identified for each executive officerposition.

 

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The compensation consultant prepared a report to the CompensationCommittee that included extensive analyses of compensation based on competitivemarket data gathered from peer proxy statements and published and privatesurvey sources. In addition to this report, the compensation consultantprepared a total compensation report or “tally sheet” for each of the executiveofficers, including our Chief Executive Officer. Each tally sheet showed thetotal dollar value of the executive officer’s annual compensation, includingthe executive’s base salary, bonus, long-term incentives, lump sum presentvalue of retirement benefits, company contributions for health and welfare plans,tax gross-ups and applicable perquisites. In addition, these tally sheetsestimated the potential payment(s) under a variety of termination scenarios(voluntary termination, for-cause termination, without-cause termination ortermination by employee with good reason, and termination due to change incontrol) and are utilized as a tool to provide transparency as to the impact ofeach compensation component. Each time the Compensation Committee reviews acomponent of compensation, it considers the component in light of totalcompensation.

 

The tally sheets provide the Committee with context for the decisionsthey make in relation to total direct compensation. Although they do notnecessarily drive decision making with regard to specific components of thetotal compensation program, the tally sheets enable the Committee toholistically assess total direct compensation and the relationship of variouscomponents of the total compensation program to each other. The tally sheetsmay also influence the Committee’s views on a variety of issues, such aschanges to severance plans and employment agreements, special equity grants topromote retention, or changes in long-term variable equity incentives.

 

The Compensation Committee reviews different components of compensationat different meetings during the year. Each time a component is reviewed, ourCompany provides the Compensation Committee with a report that contains eachexecutive officer’s base pay and salary, equity holdings and merit history forthe prior three years, and includes the Chief Executive Officer’srecommendations regarding the specific compensation being considered at thatmeeting for those executive officers reporting directly to him. With respect toour named executive officers other than our Chief Executive Officer, thisrecommendation is made by our Chief Executive Officer after consultation withour Vice President, Global Human Resources. After reviewing these materials,the Compensation Committee considers each executive’s performance through areview of objective results, reports from other senior management (for allexecutives other than our Chief Executive Officer) and, in many cases, personalobservation. As part of this process, the Chief Executive Officer provides theCompensation Committee with his evaluation of the performance of each executiveofficer during the prior year. The Compensation Committee considers all of theinformation provided to them to arrive at individual compensation decisions.

 

In making its decisions regarding each executive officer’scompensation, the Compensation Committee considers the nature and scope of allelements of the executive’s total compensation package, the executive’sresponsibilities and his or her effectiveness in supporting our key strategic,operational and financial goals.

 

**Compensation Peer Group**

** **

In determining the appropriate amount for each element of the totaldirect compensation (base salary, annual incentives and long-term incentives),the Compensation Committee considers the compensation paid for similarpositions at other corporations within a peer group of companies prior todetermining the executive officers’ compensation. The peer group is comprisedof companies against which we compete in the global chemical industry forexecutive, key employee and outside director talent. The selected peercompanies fall within a range (both above and below us) of comparison factorssuch as revenue, market capitalization and net income. The peer group datasupplied by the compensation consultant to the Compensation Committee is notadjusted based on any of these factors. The list of companies that comprise thepeer group was developed in 2005 from prior peer groups we used, modified basedon suggestions from the compensation consultant and finalized based on inputfrom our management and the Chairman of the Compensation Committee. Somevariation may take place from year to year in the composition of this groupbased on an analysis provided by the compensation consultant that is reviewedfor appropriateness by the Compensation Committee. The current peer group iscomprised of the following thirteen companies:

 
|   | 3M Company,                              |   |   |
|--------|------------------------------------------|--------|--------|
|   | Air Products and Chemicals Incorporated, |   |   |
|   | Avery Dennison Corporation,              |   |   |
|   | Dow Chemical Company,                    |   |   |
|   | EI Du Pont de  Nemours and Company,      |   |   |
|   | Eastman Chemical Company,                |   |   |
|   | LyondellBasell Industries,               |   |   |
|   | Monsanto Chemical Company,               |   |   |
|   | OM Group Incorporated,                   |   |   |
|   | PPG Industries Incorporated,             |   |   |
|   | Praxair Incorporated,                    |   |   |
|   | Rohm and Haas Company, and               |   |   |
|   | Sherwin-Williams Company.                |   |   |

 

This competitive market data provides a frame of reference for theCompensation Committee when evaluating executive compensation, but is not theonly factor considered for our executive’s compensation. In addition to thepeer group noted above, the Compensation Committee uses nationally recognizedcompensation surveys to assess the broader market competitiveness of ourexecutive compensation. This data is generally provided by the compensationconsultant and is the

 

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product of published and private survey sources representingcompensation amounts for similar positions within general industry and chemicalindustry companies. The Compensation Committee uses data from these broadmarket surveys to provide additional information against which they can comparethe competitiveness of our executive compensation.

 

**Mix of Compensation**

** **

The key elements of direct compensation for the executive officers arebase salary, annual incentive compensation, special project bonuses and equity-basedcompensation, typically delivered through stock options and restricted stock.The Compensation Committee strives to align the relative proportion of eachelement of total direct compensation with the competitive market and ourobjectives, as well as preserve the flexibility to respond to the continuallychanging global environment in which we operate. Generally, as employees moveto higher levels of responsibility with greater ability to influence ourresults, the percentage of performance-based pay will increase. TheCompensation Committee’s goal is also to strike the appropriate balance betweenannual and long-term incentives, and it may adjust the allocation of pay tobest support our objectives. For 2007, the mix of these three elements for eachof the named executive officers is illustrated in the following chart:

 
| **Percent of Total Direct Compensation** | ** ** |
|------------------------------------------|------------|
| ** **                               | ** ** |
| **Officer **                        | ** ** | **Base Salary ** | ** ** | **Annual Incentive   Compensation** | ** ** | **Bonus(1)** | ** ** | **Long-Term  Incentive Awards(2)** | ** ** |
| Peter R. Huntsman                        |       | 19 | % | 13 | % | 9 | % | 59 | % |
| J. Kimo Esplin                           |       | 21 | % | 9 | % | 20 | % | 50 | % |
| Samuel D. Scruggs                        |       | 19 | % | 8 | % | 25 | % | 49 | % |
| Anthony P. Hankins                       |       | 36 | % | 17 | % | 0 | % | 47 | % |
| Paul G. Hulme                            |       | 31 | % | 13 | % | 15 | % | 41 | % |

 

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(1) Representsdiscretionary project bonuses. For more information, please see the “SummaryCompensation Table.”

(2) Basedon the FAS 123(R) grant date fair value of restricted stock and stockoptions granted in 2007.

 

The mixture of pay elements noted above represents the belief thatexecutive officers should have elements of their compensation tied to bothshort- and long-term objectives. This pay mixture is the result of ourhistorical pay practices, management recommendations and Compensation Committeedeterminations.

 

**Elements of Executive Compensation**

** **

In addition to the key elements of base salary, annual incentivecompensation, special project bonuses and equity-based compensation, ourexecutive officers also are eligible for elements of indirect compensationcomprised of health and welfare benefits, retirement and savings plans andcertain perquisites. The Compensation Committee considers each of the keyelements and the indirect elements when evaluating the overall compensationprogram design.

 

*Annual Base Salary.*TheCompensation Committee establishes base salaries that are sufficient to attractand retain individuals with the qualities it believes are necessary for ourlong-term financial success and that are competitive in the marketplace.

 

An executive officer’s base salary generally reflects the officer’sresponsibilities, tenure, job performance, special circumstances such asoverseas assignments, and direct competition for the executive’s services. TheCompensation Committee reviews the base salaries of each executive officer,including the Chief Executive Officer, on an annual basis. In addition to theseannual reviews, the Compensation Committee may, at any time, review the salaryof an executive who has received a significant promotion, whoseresponsibilities have been increased significantly or who is subject tocompetitive pressure. Any adjustments are based on the results of the annualreview of market pay data, changes in the cost of living, job performance ofthe executive officer over time or the expansion of duties andresponsibilities. No pre-determined weight or emphasis is placed on any one ofthese factors.

 

As part of its normal annual review cycle, at its May 2007 meetingthe Compensation Committee reviewed the annual base salaries of each of ourexecutive officers. As part of its review, the Compensation Committeeconsidered the contributions and value to our Company of our Chief ExecutiveOfficer and the other executive officers during the prior year, including theircontributions to our Company’s expansion into Asia, controlling costs,achieving specific strategic goals (such as the sale of the assets of ourcommodity chemicals businesses), experience and level of responsibility, andhighly developed individual skills critical to our Company.

 

7

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The Compensation Committee also considered the compensation consultant’sanalysis and competitive market pay practice survey results of similarpositions within our peer group, general industry and chemical industry. TheCompensation Committee targeted the total direct compensation levels of theChief Executive Officer and other named executive officers at approximately the50th percentile of total direct compensation levels of relative executivepositions within the survey groups. The report from the compensation consultantindicated that, while the Chief Executive Officer’s total target cashcompensation (annual base salary and incentive compensation) was within therange of the 50th percentile, his annual salary was above the 75th percentilebased on competitive market data. The report also indicated that the basesalaries of each of the other named executive officers (except Mr. Scruggs)was within range of the 50th percentile, but Mr. Scruggs’ base salary wasbelow the 50th percentile of base salary pay practice within our peer group andgeneral industry.

 

Based on its review of executives’ contributions to our Company, tallysheet information and benchmark information from market survey groups, theCompensation Committee in 2007 determined that it would be appropriate toincrease the emphasis on performance by tying a greater proportion ofcompensation to performance-based components. To accomplish this, theCompensation Committee set the Chief Executive Officer’s base salary at thesame amount as it was in 2006 and limited base salary increases to marketmedian levels for our other named executive officers, with the exception of Mr. Scruggs,whose base salary was increased to an amount commensurate with officers ofsimilar responsibilities at companies in our peer group and in the general andchemical industries.

 

The following table provides the base salary for our Chief ExecutiveOfficer and the other named executive officers in fiscal years 2005, 2006 and2007 and the percentage increase in their 2007 base salary from their 2006 basesalary and their 2006 salary from their 2005 salary:

 
| ** **         | ** ** | **Fiscal Year Salary** | ** ** | **Percentage Increase From** | ** ** |
|--------------------|------------|----------------------------------|------------|----------------------------------------|------------|
| **Officer**        | ** ** | **2005**                         | ** ** | **2006**                               | ** ** | **2007** | ** ** | **2005 to 2006** | ** ** | **2006 to 2007** | ** ** |
| Peter R. Huntsman  |       | $                                | 1,413,600  |                                   | $          | 1,464,500 |   | $ | 1,464,500 |   | 3.6 | % | — |   |
|               |       |                             |       |                                   |       |   |   |   |   |   |   |   |   |   |
| J. Kimo Esplin     |       | $                                | 436,800    |                                   | $          | 452,600 |   | $ | 470,700 |   | 3.6 | % | 4.0 | % |
|               |       |                             |       |                                   |       |   |   |   |   |   |   |   |   |   |
| Anthony P. Hankins |       | $                                | 465,750    |                                   | $          | 482,500 |   | $ | 501,800 |   | 3.6 | % | 4.0 | % |
|               |       |                             |       |                                   |       |   |   |   |   |   |   |   |   |   |
| Samuel D. Scruggs  |       | $                                | 364,200    |                                   | $          | 377,300 |   | $ | 425,000 |   | 3.6 | % | 12.6 | % |
|               |       |                             |       |                                   |       |   |   |   |   |   |   |   |   |   |
| Paul G. Hulme      |       | $                                | 429,700    |                                   | $          | 445,200 |   | $ | 471,700 |   | 3.6 | %(1) | 4.0 | %(1) |
|                    |            |                                  |            |                                        |            |  |  |  |  |  |  |  |  |  |  |  |

 

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(1)Represents percentage increase for base salary in home country currency.

 

*Annual Incentive Awards.*  Annual incentive compensation enablesexecutive officers and other key employees of our Company to earn annual cashbonuses for meeting or exceeding our financial goals as well as for individualperformance.

 

The potential payments available under the annual incentive program forthe named executive officers depended on the attainment of performance goalsrecommended by management and approved by the Compensation Committee at thebeginning of the year. In addition to these awards, the Compensation Committeeapproved additional annual incentive compensation amounts following asubjective evaluation of each executive officer’s performance and success inareas they believed to be significant to us as a whole or to a particularbusiness unit or function.

 

For the named executive officers, our annual incentive compensationprogram for 2007 provided for target annual incentive compensation of 100% ofbase salary for our Chief Executive Officer and 60% of base salary for theother named executive officers, with maximum possible annual incentivecompensation set at 200% of base salary for our Chief Executive Officer and120% of base salary for the other named executive officers. The target andmaximum bonus amounts were set within the median range of those for comparableexecutive positions within our peer group. Payouts of individual awards weresubject to both group performance and individual contributions to our success.

 

8

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The followingtable summarizes the bonus targets, performance components and correspondingweightings for each of our named executive officers for 2007 bonuses.

 
| **Officer**        | ** ** | **Target  Incentive Award****(% of Base Salary)** | ** ** | **Maximum Possible  Incentive Award****(% of Base Salary)** | ** ** | **Performance Components** | ** ** | **Weightings** | ** ** |
|--------------------|------------|-----------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|------------|---------------------------------|------------|----------------|------------|
| Peter R. Huntsman  |       | 100                                                                   | %          | 200                                                                                  | %          | Corporate  EBITDA               |       | 50             | %          |
|               |       |                                                                  |       |                                                                                 |       | Compliance,  Debt Reduction,    |       | 50             | %          |
|               |       |                                                                  |       |                                                                                 |       | and  Committee Evaluation       |       |           |       |
| J. Kimo Esplin     |       | 60                                                                    | %          | 120                                                                                  | %          | Corporate  EBITDA               |       | 50             | %          |
|               |       |                                                                  |       |                                                                                 |       | EH&S,  SOX Compliance       |       | 20             | %          |
|               |       |                                                                  |       |                                                                                 |       | Personal  Performance           |       | 30             | %          |
| Samuel D. Scruggs  |       | 60                                                                    | %          | 120                                                                                  | %          | Corporate  EBITDA               |       | 50             | %          |
|               |       |                                                                  |       |                                                                                 |       | EH&S,  SOX Compliance       |       | 20             | %          |
|               |       |                                                                  |       |                                                                                 |       | Personal  Performance           |       | 30             | %          |
| Anthony P. Hankins |       | 60                                                                    | %          | 120                                                                                  | %          | Corporate  EBITDA               |       | 20             | %          |
|               |       |                                                                  |       |                                                                                 |       | Divisional  EBITDA              |       | 30             | %          |
|               |       |                                                                  |       |                                                                                 |       | EH&S,SOX  Compliance        |       | 20             | %          |
|               |       |                                                                  |       |                                                                                 |       | Personal  Performance           |       | 30             | %          |
| Paul G. Hulme      |       | 60                                                                    | %          | 120                                                                                  | %          | Corporate  EBITDA               |       | 20             | %          |
|               |       |                                                                  |       |                                                                                 |       | Divisional  EBITDA              |       | 30             | %          |
|               |       |                                                                  |       |                                                                                 |       | EH&S,  SOX Compliance       |       | 20             | %          |
|               |       |                                                                  |       |                                                                                 |       | Personal  Performance           |       | 30             | %          |

 

These performance measures were selected for use in the annualincentive portion of compensation because of their importance to the value ofour operations. In particular, the Compensation Committee believes that EBITDAis an appropriate measure for the primary financial goal of aligning theinterests of management with the interests of our stockholders. EBITDA isdefined as net income or loss before interest, income taxes, depreciation andamortization. Because EBITDA excludes interest, income taxes, depreciation andamortization, EBITDA provides an indicator of general economic performance thatis not affected by debt restructurings, fluctuations in interest rates or effectivetax rates, or levels of depreciation and amortization. Accordingly, ourmanagement believes that this type of measurement is useful for comparinggeneral operating performance from period to period. All executive officershave compliance objectives related to our compliance with rules promulgatedunder the Sarbanes-Oxley Act of 2002 (“SOX”) and/or with environmental, healthand safety (“EH&S”) laws and regulations in addition to their individualstrategic objectives.

 

To achieve the maximum possible incentive award, an executive mustachieve the maximum on each of the discrete performance components of theincentive award. To achieve the maximum possible amount for the corporateEBITDA and the divisional EBITDA components, required that our Company achievecorporate EBITDA or the relevant divisional EBITDA, as applicable, of 120% ofthe corporate EBITDA budget or relevant divisional EBITDA budget. To achieve100% of the target incentive awards for these same components, we were requiredto achieve 100% of the applicable budgeted amount. At achievement of 75% orless of the applicable target budget for these same components, we would notpay the executive any incentive amount for that component. We scale theincentive amounts we pay for the corporate and divisional EBITDA components forachievement of percentages of target budget of between 75% to 100% and 100% to120% based on a linear progression between these points.

 

In addition, if we achieve corporate EBITDA of less than 95% of budget,the payouts for all other components are capped at their target levels. Ifcorporate EBITDA is less than 75% of budget, then payment of incentive awardsfor any component is at the discretion of our Chief Executive Officer and theCompensation Committee.

 

Personal performance reflects a subjective assessment for each of thenamed executive officers. The Chief Executive Officer provides the CompensationCommittee with recommendations for each of the other named executive officers,and the Compensation Committee conducts an assessment of the Chief ExecutiveOfficer’s personal performance.

 

In February 2007, the Compensation Committee establishedthreshold, target and maximum performance goals for each of the performancemeasures to be achieved by our Company and its divisions during 2007. Forcorporate EBITDA, the target was set as a percentage of our budgeted corporateEBITDA, which for 2007 was $1.084 billion. The threshold was set at$0.813 billion (75% of budgeted EBITDA) and the maximum payout possible wasset at $1.30 billion (120% of budgeted EBITDA). This compares with a 2006EBITDA target of $1.45 billion and a threshold set at $1.087 billion (75% ofbudgeted EBITDA) and a maximum payout possible at $1.624 billion (112% ofbudgeted EBITDA).

 

9

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After normalizing for the divestment of our U.K. and U.S. basechemicals businesses, the corporate and divisional EBITDA targets approved bythe Compensation Committee for 2007 were generally higher when compared totarget levels for our 2006 annual incentive plan, thus making achievement oftarget and maximum levels of payout relatively more difficult to attain. Toillustrate this point, none of our Corporate or Divisional EBITDA targets weremet in 2007 and in no case were annual incentive compensation payments to ournamed executive officer participants for 2007 at or above target level.

 

During 2007, EBITDA achievement was approximately 84.2% of target.Annual incentive compensation for the named executive officers resulted inincentive award payments in the range of 40% to 68% of base salary. Thiscompares to achievement in 2006 of EBITDA of approximately 91% of target andbonuses for the named executive officers in the range of 51% to 60% of basesalary.

 

The annual incentive compensation for 2007 for the Chief ExecutiveOfficer and other named executive officers are disclosed in the “Non-EquityIncentive Plan Compensation” column of the Summary Compensation Table.

 

To implement its decision to increase the emphasis on performance, in February 2007the Compensation Committee increased the maximum annual incentive award forwhich our Chief Executive Officer was eligible to 200% of his base salary, andthat of the other named executive officers to 120% of their respective base salaries.The Compensation Committee also increased the difficulty of achieving the maximumpayout by raising the percentage of budgeted EBITDA required to achieve themaximum annual incentive compensation from 112% to 120%.

 

*Long-Term Compensation.*  We provide executives with long-termcompensation through the Huntsman Corporation Stock Incentive Plan (the “SIP”),which was approved by our shareholders prior to our initial public offering.The SIP is intended to encourage employees, consultants and directors toacquire or increase their equity interest in our Company and to provide a meanswhereby they may develop a sense of proprietorship and personal involvement inour development and financial success. The SIP also encourages this group toremain with and devote their best efforts to our business, thereby advancingour interests and the interests of our stockholders. The SIP also enhances ourability to attract and retain the services of individuals who are essential forour growth and profitability.

 

In addition, we generally do not maintain employment agreements withexecutive officers (other than as described below under “Employment Agreements”).As a result, our Chief Executive Officer and most other executive officers donot have certain benefits upon termination of their employment typicallyenjoyed by executive officers at our peer companies, including automaticvesting of restricted stock, stock options and phantom stock. To maintain ourability to provide a competitive compensation package and attract and retainindividuals vital to our success, the Compensation Committee believes it isappropriate to continue to grant long-term compensation awards to our executiveofficers.

 

The SIP permits the granting of a variety of stock and stock-basedawards. The awards are granted according to a pre-determined schedule developedby management and the Compensation Committee and approved by the CompensationCommittee during the first quarter of each year. Pursuant to this schedule,grants of equity-based awards are typically made during the first quarter. In2007, the Compensation Committee awarded grants of restricted stock and stockoptions. The Committee granted these awards to retain our named executiveofficers, to align the interests of the named executive officers with those ofour stockholders and to reward for Company and executive officer performance.In determining the types and amounts of equity-based awards to grant to eachexecutive officer, the Compensation Committee reviewed analyses provided by thecompensation consultant of the types and amounts of awards paid for similarpositions at peer companies. The Compensation Committee then considered variousfactors, including the market value of the awards, the size of the awards madeto the officer in prior years, the executive’s position and responsibilitiesand the executive’s individual performance. The Compensation Committee alsolooked at the amount of the award in relation to the executive’s totalcompensation. The type of equity awards made and their characteristics,including vesting terms, are consistent with marketplace practices based oninformation provided by the compensation consultant. The amounts of the awardsmade in 2007 to all named executive officers were within the range of the 50th percentileof the market, based on the information provided by the compensationconsultant.

 

10

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The awards approved for the CEO and othernamed executive officers in February 2007 were as follows:

 
| **Officer**        | ** ** | **Stock Options** | ** ** | **Restricted/Phantom Stock** | ** ** | **Total Shares(1)** | ** ** |
|--------------------|------------|------------------------|------------|-----------------------------------|------------|--------------------------|------------|
| Peter R. Huntsman  |       | 464,785                |       | 111,875                           |       | 576,660                  |       |
| J. Kimo Esplin     |       | 110,663                |       | 26,637                            |       | 137,300                  |       |
| Samuel D. Scruggs  |       | 110,663                |       | 26,637                            |       | 137,300                  |       |
| Anthony P. Hankins |       | 66,398                 |       | 15,982                            |       | 82,380                   |       |
| Paul G. Hulme      |       | 60,865                 |       | 14,650                            |       | 75,515                   |       |
| Total              |       | 813,374                |       | 195,781                           |       | 1,009,155                |       |

 

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(1)  Additional details regarding these grants areprovided in the “Grants of Plan-Based Awards” table below.

 

*Project Bonuses.* Project bonuses constitute an important part of our compensationphilosophy by rewarding successful completion of strategic objectives. In thepast, these strategic objectives have included the completion of theacquisition or sale of a business and the implementation of cost reductionplans. In 2007, we paid project bonuses to Messrs. Peter R. Huntsman,Esplin, Scruggs and Hulme for their contribution and leadership in the deliveryof priorities associated with our Company’s portfolio transformation.Specifically, these bonuses were related to the acquisition and integration ofthe textile effects business from Ciba Specialty Chemicals and the successfuldivestitures of our UK base chemicals business to SABIC and our U.S. basechemicals and polymers business to Flint Hills Resources. These bonuses werepaid in amounts that we believed was commensurate with the efforts of theexecutives and the benefits to our Company.

 

*Health and Welfare Benefits.*  We provide our executive officers withbenefits that are intended to be a part of a competitive total compensationpackage that provides health and welfare and retirement programs comparable tothose provided to employees and executives at other companies in the chemicalsindustry. Executive officers participate in our health and welfare programs onthe same relative basis as our other employees.

 

*Retirement and Savings Plans.*  We provide our executive officers withbenefits that are intended to be a part of a competitive total compensationpackage that provides retirement and savings programs comparable to thoseprovided to employees and executives at other companies in chemical industryand the general market. The benefit plan descriptions below and accompanyingthe tables provided in the “Summary Compensation Table,” “Pension BenefitsTable” and “Nonqualified Deferred Compensation Table” provide an explanation ofthe major features of our employee benefit plans. Executive officersparticipate in our qualified retirement and savings plans on the same relativebasis as other employees.

 

In the U.S., we sponsor the Huntsman Defined Benefit Pension Plan (the “HuntsmanPension Plan”), a tax-qualified defined benefit pension plan. Effective July 1,2004, the formula used to calculate future benefits under the Huntsman PensionPlan was changed to a cash balance formula. The benefits accrued under theplans as of June 30, 2004 were used to calculate opening cash balanceaccounts. Of our named executive officers, Messrs. Peter R. Huntsman,Esplin and Scruggs were participants in the Huntsman Pension Plan in 2007.

 

We also sponsor retirement benefit plans for employees in ouroperations in Belgium and the U.K. through the Huntsman Pension Fund OVV inBelgium (the “Huntsman Belgium Pension Fund”) and the Huntsman Pension Schemein the U.K., respectively. In addition, we sponsor the International PensionPlan, which is a non-registered plan designed to protect the pension benefitsof employees whose service involves participation in pension plans in more thanone country. Of our named executive officers, Messrs. Hulme and Hankinsparticipate in the Huntsman Pension Scheme in the U.K., and Mr. Hulmeparticipates in both the Huntsman Belgium Pension Fund and in the InternationalPension Plan.

 

The Huntsman Supplemental Executive Retirement Plan (the “SupplementalExecutive Retirement Plan”) is a non-qualified supplemental pension plan thatprovides benefits for designated executive officers based on certaincompensation amounts not included in the calculation of benefits payable underthe Huntsman Pension Plan. Of our named executive officers, Messrs. Peter R.Huntsman, Esplin and Scruggs were participants in the Supplemental ExecutiveRetirement Plan in 2007. The compensation taken into account for these namedexecutive officers under the Supplemental Executive Retirement Plan includesamounts in excess of the qualified plan limitations. The Supplemental ExecutiveRetirement Plan benefit is calculated as the difference between (1) thebenefit determined using the Huntsman Pension Plan formula with unlimited basesalary plus bonus, and (2) the benefit determined using base salary plusbonus as limited by federal regulations.

 

We provide executive officers the opportunity to participate in fourdefined contribution savings plans: a salary deferral plan (the “401(k) plan”);a supplemental savings plan (the “Supplemental Savings Plan”); a money purchasepension plan (the “MPP”); and a supplemental executive money purchase pensionplan (the “SEMPP”).  All of our namedexecutive officers are participants in each of these savings plans, with theexception of Mr. Hulme.

 

The 401(k) Plan is a tax-qualified broad-based employee savingsplan; employee contributions up to 25% of base salary and annual incentivebonuses are permitted up to dollar limits established annually by the InternalRevenue Service (the “IRS”). Details regarding the 401(k) Plan areprovided in the discussion of Pension Benefits and related tables.

 

11

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The Supplemental Savings Plan allows designated executive officers todefer up to 75% of eligible salary and up to 75% of annual incentive awardbonuses. The Supplemental Savings Plan also provides benefits for participantsin the form of Company matching contributions based on certain compensationamounts not included in the calculation of benefits payable under the 401(k) Planbecause of limits under federal law on compensation that can be counted andamounts that can be allocated to accounts within the 401(k) Plan.

 

The MPP is a tax-qualified broad-based employee savings plan. Ourcontributions vary by service:  1/2% ofcompensation for 3 to 6 years of service, 3% of compensation for 7 to9 years of service and 8% of compensation for 10+ years of service,subject to IRS limits. Employees can direct the investments for their accounts.The MPP has been closed to new participants.

 

The SEMPP is a non-qualified plan for senior executives that providesfor benefits not allowed under the MPP due to IRS compensation and allocationlimits. Employees are vested in this account upon meeting 10 years ofservice, upon attaining normal retirement age, death or disability, or upontermination of employment without reasonable cause. The SEMPP permitsdistributions following termination of employment as a lump sum, life annuity,joint & survivor annuity or monthly installments over period not morethan 10 years.

 

*Perquisites*.** **We have provided perquisites as ameans of providing additional compensation to our CEO and other named executiveofficers, through the availability of benefits that are convenient for theexecutives to use when faced with the demands of their positions. The Committeereviews our policies with respect to perquisites and considers whether, and towhat extent, it may be appropriate for our CEO and the other named executiveofficers to reimburse our Company for perquisites, including personal use ofcorporate aircraft.

 

*Foreign Assignment Policy*—We maintain acomprehensive expatriation program to address the range of financialimplications associated with international assignments. This program providesassistance in the form of education and language support, housing allowances,transportation of personal belongings, tax equalization and internationalliving or hardship allowances when deemed appropriate. Of our named executive officers,Messrs. Hulme and Hankins participate in the expatriation program.

 

*Aircraft Use Policy*—In August 2005, theBoard adopted an Aircraft Use Policy to carefully manage use of the aviationassets in a manner that best meets the goals of improving senior management’seffectiveness and availability. Under this policy, the Chairman of the Board,Chief Executive Officer, any Executive Vice President and any DivisionPresident may have personal use of Company aircraft to the extent that suchperson pays for the costs of such use pursuant to an aircraft time-sharingagreement. Notwithstanding the foregoing, the Compensation Committee may permitthe Chairman of the Board and the Chief Executive Officer to have personal useof Company aircraft without cost; except that the Compensation Committee maylimit such use in any given calendar year to a specified dollar amount. For2007, such use by the Chairman of the Board was limited to $400,000 and suchuse by the Chief Executive Officer was unlimited. The Chairman’s allowance wasincreased to its current level from $250,000 in 2006 and was based on personalsafety and travel efficiency considerations. In addition, we make gross-uppayments to the Chairman of the Board and the Chief Executive Officer inamounts equal to the out-of-pocket tax obligations resulting from theirpersonal use of Company aircraft without cost. If income is required to beimputed to any person for use of the corporate aircraft in a situation wheresuch use has a business purpose under the Policy, we will make gross-uppayments to such person in amounts equal to the out-of-pocket tax obligationsresulting from such use.

 

*Company Car*—We provide executive officers withleased vehicles for business use, which the executives may also use for personaltransportation. Executive officers are responsible for the taxes on imputedincome associated with the personal use of this Company providedtransportation.

 

*Employment Agreements. *We currently haveemployment agreements with two of our named executive officers, Messrs. Hulmeand Hankins. Generally, we do not maintain employment agreements with executiveofficers. The primary purpose of these employment agreements is to providecertain executive officers with details regarding repatriation to their homecountry following the completion of their foreign assignments.

 

Mr. Hulme is party to an employment agreement with our subsidiaryHuntsman Advanced Materials (Europe) BVBA, which is subject to annual renewal.This agreement defines the initial elements of Mr. Hulme’s compensationpackage, including base salary and a performance-based bonus, and provides forcustomary expatriation arrangements, including an international locationallowance expressed as a percentage of his annual salary.

 

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Effective November 1,2000, Mr. Hankins entered into an agreement with our subsidiary HuntsmanPolyurethanes Americas detailing the terms of his secondment from HuntsmanPolyurethanes (UK) Ltd. This agreement defines the initial elements of Mr. Hankins’compensation package, including base salary and a performance-based bonus, andprovides for customary expatriation arrangements, including an internationallocation allowance expressed as a percentage of his annual salary.

 

**Equity Ownership Policy**

** **

The Board has adopted Executive Stock Ownership Guidelines, which applyto our executive officers, including our Chief Executive Officer and the othernamed executive officers. The purpose of stock ownership requirements is tomore closely align our key executives’ interests with our shareholders—throughgood times and bad times. The Guidelines require executive officers to achieveand maintain ownership levels of our stock equal to five times base salary forthe Chief Executive Officer and two times base salary for other executiveofficers. Once established, an executive officer’s required ownership levelgenerally does not change as a result of changes in annual base salary orfluctuations in our common stock price. Shares that count toward satisfactionof the Guidelines include:

 

·                  sharesowned outright by the executive officer or his or her immediate family membersresiding in the same household;

 

·                  restrictedstock issued as part of an executive officer’s long-term compensation whetheror not vested; and

 

·                  sharesacquired upon option exercise that the executive officer continues to hold.

 

Executive officers are required to achieve their specified ownershiplevels within five years. Until these levels are achieved, executive officersare required to retain at least 50% of net shares delivered through ourexecutive compensation plans (“net shares” means the shares remaining afterdeducting shares for the payment of taxes and, in the case of stock options,after deducting shares for the exercise price of stock options). Shares acquiredby an executive officer prior to the adoption of the Executive Stock OwnershipGuidelines are not subject to the retention restriction. Once achieved, thespecified ownership level must be maintained for as long as the executiveofficer is subject to the Guidelines. Exclusions for estate planning, gifts tocharity, education and primary residence apply to the retention requirement.However, exclusions do not affect the requirement that executive officersachieve their specified ownership levels within the five-year period. Inaddition, hardship exemptions may be available in rare instances. A copy of theExecutive Stock Ownership Guidelines is available on our website atwww.huntsman.com.

 

All of the named executive officers are in compliance with the equityownership policy. The following table provides the minimum share ownershiptarget of each named executive officer and the percentage of the ownershipguideline achieved by the officer as of the record date:

 
| **Executive Officer ** | ** ** | **Ownership  Multiple** | ** ** | **Ownership   Target ** | ** ** | **% of   Guideline Achieved(1) ** | ** ** |
|----------------------------------|------------|-------------------------|------------|-----------------------------------|------------|-------------------------------------------------------|------------|
| Peter R. Huntsman                |       | 5x                      |       | $                                 | 7,068,000  |                                                  | 100        | % |
| J. Kimo Esplin                   |       | 2x                      |       | $                                 | 873,600    |                                                  | 100        | % |
| Samuel D. Scruggs                |       | 2x                      |       | $                                 | 728,400    |                                                  | 100        | % |
| Anthony P. Hankins               |       | 2x                      |       | $                                 | 931,500    |                                                  | 100        | % |
| Paul G. Hulme                    |       | 2x                      |       | $                                 | 830,544    |                                                  | 100        | % |

 

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(1)   Based on the value of sharesbeneficially owned on December 31, 2007, and the closing price of ourcommon stock on the last trading day of 2007.

 

**Accounting and Tax Treatments of the Elements ofCompensation**

** **

We account for stock-based awards, including stock options andrestricted stock awards, as provided in Financial Accounting Standards BoardStatement No. 123(R) *Share Based Payment*(“FAS123(R)”). Section 162(m) of the internal revenue code disallows a taxdeduction by us for individual executive compensation exceeding $1 millionin any taxable year for our Chief Executive Officer and the other four highestcompensated senior executive officers, other than compensation that isperformance-based under a plan that is approved by our stockholders and thatmeets certain other technical requirements.

 

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The financialreporting and income tax consequences to the Company of individual compensationelements are important considerations for the Compensation Committee when it isanalyzing the overall level of compensation and the mix of compensation amongindividual elements. Overall, the Compensation Committee seeks to balance itsobjective of ensuring an effective compensation package for the named executiveofficers with the need to maximize the immediate deductibility ofcompensation—while ensuring an appropriate (and transparent) impact on reportedearnings and other closely followed financial measures.

 

In making its compensation decisions, the Compensation Committee hasconsidered that Internal Revenue Code Section 162(m) limitsdeductions for compensation paid in excess of $1 million. As a result, theCompensation Committee has designed much of the total compensation packages forthe named executive officers to qualify for the exemption of “performance-based”compensation from the deductibility limit. However, the Compensation Committeedoes have the discretion to design and use compensation elements that may notbe deductible within Section 162(m) when necessary for competitivereasons, to attract or retain a key executive, to enable us to retainflexibility in maximizing our pay for performance philosophy or where achievingmaximum tax deductibility would not be in our best interest.

 

**Post-Employment Compensation**

** **

Our named executive officers do not have employment agreements with ourCompany which entitle them to payments and benefits upon the termination ofemployment or a change-in-control. Executives at companies in the chemicalindustry and the general market against which we compete for executive talentcommonly have employment agreements providing for these types of severancepayments and benefits. Because our executives do not have the benefit of suchagreements, we established the Executive Severance Plan in order to remaincompetitive.

 

Under the terms of our Executive Severance Plan, the Chief ExecutiveOfficer and the other named executive officers are entitled to payments andbenefits upon the occurrence of specified events including termination ofemployment (with and without cause) and upon a change-in-control of ourCompany. The specific terms of these arrangements, as well as an estimate ofthe compensation that would have been payable had they been triggered as offiscal year-end, are described in detail in the section entitled “PotentialPayments upon Termination or Change of Control” below. We believe that therelative costs of Executive Severance Plan in light of the expected benefitsthat would be derived are worth the attendant costs in foreseeable merger oracquisition situations. A description of the Executive Severance Plan and otherarrangements relevant to post-employment compensation follows:

 

*Executive Severance Plan.*  Under the Huntsman Executive Severance Plan(the “Severance Plan”), if a participant’s employment is terminated withoutreasonable cause or the participant terminates employment for good reason, wewill provide the participant with severance benefits in the form of a cashpayment, health care continuation and outplacement services.

 

The amount of the cash payment will be: (a) for a participant witha title of Senior Vice President or higher, an amount equal to two times theparticipant’s base compensation at termination; and (b) for a participantwith a title of Vice President, an amount equal to one and one-half times theparticipant’s base compensation at termination. Health care coverage willcontinue for the participant and his or her covered dependents for the periodof time determined by dividing the cash payment received by the participant bythe participant’s base compensation at termination. Outplacement services willbe provided: (y) for a period of 12 months following termination, forparticipants with a title of Senior Vice President or higher; and (z) fora period of six months following termination, for participants with a title ofVice President.

 

*Stock Incentive Plan.*  If there is a change in our control, theCompensation Committee may, in its discretion, provide for:

 

·                  assumptionby the successor company of an award, or the substitution thereof for similaroptions, rights or awards covering the stock of the successor company;

 

·                  accelerationof the vesting of all or any portion of an award;

 

·                  changingthe period of time during which vested awards may be exercised (for example,but not by way of limitation, by requiring that unexercised, vested awardsterminate upon consummation of the change of control);

 

·                  paymentof substantially equivalent value in exchange for the cancellation of an award;and/or

 

·                  issuanceof substitute awards of substantially equivalent value.

 

Any such provision made by the Compensation Committee would benefit allparticipants in the Stock Incentive Plan, including the named executiveofficers.

 

*Supplemental Savings Plan.*  Upon a change in control (as defined in theSupplemental Savings Plan), participants, including the named executiveofficers, may elect to receive the present value of the benefits payable tothem under this plan.

 

14

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**Compensation Arrangements Relating to theMerger**

 

On July 12, 2007, we entered into an agreement and plan of merger(the “Merger Agreement”) with Hexion Specialty Chemicals, Inc., pursuantto which, Hexion has agreed to acquire all of our outstanding common stock in amerger under Delaware law. Shortly after the signing of the Merger Agreement,our Compensation Committee reviewed and approved transaction and retentionbonuses for our executive officers, as described below. The CompensationCommittee’s purpose in granting these bonuses was to protect against the riskof these officers leaving the Company in light of the pending merger and toprovide incentives to effectuate the successful completion of the merger. Theamounts of these bonuses were negotiated between the parties in connection withthe merger agreement and in consultation with the compensation consultant asbeing appropriate to meet this purpose.

 

Upon the consummation of the merger, our named executive officers willreceive transaction bonuses in the amounts shown below:

 
| ** **              | ** ** | **Transaction Bonus  Paid Upon  Consummation ** | ** ** |
|-------------------------|------------|----------------------------------------------------------------|------------|
| **Executive Officers:** |       |                                                           |       |
| Peter R. Huntsman       |       | $                                                              | 1,464,500  |   |
| J. Kimo Esplin          |       | $                                                              | 470,700    |   |
| Samuel D. Scruggs       |       | $                                                              | 425,000    |   |
| Anthony P. Hankins      |       | $                                                              | 501,800    |   |
| Paul G. Hulme           |       | $                                                              | 474,995    |   |

 

Our named executive officers will also be given retention bonuses asset forth below upon the earlier of the date that is 12 months followingthe consummation of the merger or, with respect to any such officer whoseemployment is involuntarily terminated prior to the payment of such bonus, thedate of such officer’s termination of employment.

 
| ** **              | ** ** | **Retention Bonus  Paid 1 Year   Following   Consummation ** | ** ** |
|-------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| **Executive Officers:** |       |                                                                                       |       |
| Peter R. Huntsman       |       | $                                                                                          | 732,250    |   |
| J. Kimo Esplin          |       | $                                                                                          | 235,350    |   |
| Samuel D. Scruggs       |       | $                                                                                          | 212,500    |   |
| Anthony P. Hankins      |       | $                                                                                          | 250,900    |   |
| Paul G. Hulme           |       | $                                                                                          | 237,498    |   |

 

Our named executive officers will also receive tax gross-up payments toreimburse and make whole any such officer, if such officer incurs excise taxliability imposed pursuant to Section 4999 of the Internal Revenue Code of1986, as amended, as a result of the merger, including the transaction bonusesor retention payments described above.

 

Our named executive officers are also impacted by certain provisions inthe Merger Agreement that were negotiated by the parties. The Merger Agreementprovides that all stock options to purchase shares of Huntsman common stockunder any benefit plan, program or arrangement that are outstanding andunexercised at the effective time of the merger, whether or not vested orexercisable, as of the effective time of the merger, will be cancelled andconverted to the right, upon delivery of an option surrender agreement, toreceive an amount in cash, less applicable tax withholding and withoutinterest, equal to the product of (x) the number of shares of our commonstock subject to each option as of the effective time of the merger multipliedby (y) the excess, if any, of the merger consideration over the exerciseprice per share of common stock under such option.

 

The Merger Agreement restricts our ability to grant increases incompensation to our named executive officers, among others, other than in theordinary course of business consistent with past practice.

 

15

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#  

# **COMPENSATION COMMITTEE REPORT**

#  

The Compensation Committee hasreviewed and discussed Huntsman’s Compensation Discussion and Analysis for thefiscal year ended December 31, 2007 with Huntsman management. Based onthis review and discussion, the Compensation Committee recommended to the Boardof Directors that the Compensation Discussion and Analysis be included in thisannual report on Form 10-K.

 

COMPENSATION COMMITTEE

 

Wayne A. Reaud, ChairNolan D. ArchibaldAlvin V. Shoemaker

 

**EXECUTIVE COMPENSATION**

** **

**Summary CompensationTable**

** **

The following table presentsinformation concerning compensation earned in the fiscal years ending 2006 and2007, by our Chief Executive Officer, our Chief Financial Officer and our threeother most highly compensated executive officers at the end of 2007. We referto these five persons collectively as “named executive officers.”  Our compensation policies are discussed aboveunder the heading “Compensation Discussion and Analysis.”

 
| **Name and  Principal Position** | ** ** | **Year** | ** ** | **Salary** | ** ** | **Bonus**** ****(1)** | ** ** | **Stock  awards(2)** | ** ** | **Option  awards(3)** | ** ** | **Non-equity  incentive plan  compensation(4)** | ** ** | **Change in pension value  and non-qualified deferred  compensation earnings(5)** | ** ** | **All other  compensation(6)** | ** ** | **Total** | ** ** |
|--------------------------------------------|------------|----------|------------|------------|------------|----------------------------|------------|----------------------|------------|-----------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|-----------|------------|
| Peter R. Huntsman                          |       | 2007     |       | $          | 1,464,500  |                       | $          | 750,000              |       | $                     | 2,522,145  | ** **                                           | $          | 2,748,759                                                                                                       | ** ** | $                                   | 1,002,000  |      | $          | 0 |   | $ | 459,146 |   | $ | 8,768,042 |   |
| President,  CEO & Director        |       | 2006     |       | $          | 1,451,775  |                       | $          | 0                    |       | $                     | 1,742,914  |                                                 | $          | 1,911,210                                                                                                       | ** ** | $                                   | 2,331,452  |      | $          | 690,754 |   | $ | 270,351 |   | $ | 8,398,456 |   |
| J. Kimo Esplin                             |       | 2007     |       | $          | 466,175    |                       | $          | 452,600              |       | $                     | 733,317    |                                                 | $          | 789,676                                                                                                         |       | $                                   | 193,200    |      | $          | 46,872 |   | $ | 166,549 |   | $ | 2,848,390 |   |
| Executive  VP & CFO               |       | 2006     |       | $          | 448,650    |                       | $          | 0                    |       | $                     | 546,399    |                                                 | $          | 588,479                                                                                                         |       | $                                   | 1,311,865  |      | $          | 176,336 |   | $ | 100,165 |   | $ | 3,171,894 |   |
| Samuel D. Scruggs                          |       | 2007     |       | $          | 413,074    |                       | $          | 566,000              |       | $                     | 733,317    |                                                 | $          | 789,676                                                                                                         |       | $                                   | 174,500    |      | $          | 68,747 |   | $ | 141,868 |   | $ | 2,887,182 |   |
| Executive VP and  General Counsel          |       | 2006     |       | $          | 374,025    |                       | $          | 0                    |       | $                     | 546,399    |                                                 | $          | 588,479                                                                                                         |       | $                                   | 1,270,965  |      | $          | 213,899 |   | $ | 77,379 |   | $ | 3,071,146 |   |
| Paul G. Hulme                              |       | 2007     |       | $          | 467,145    |                       | $          | 231,000              |       | $                     | 594,934    |                                                 | $          | 602,244                                                                                                         |       | $                                   | 188,600    |      | $          | 55,761 |   | $ | 326,325 |   | $ | 2,466,009 |   |
| Division  President, Materials and Effects |       | 2006     |       | $          | 395,254    |                       | $          | 0                    |       | $                     | 472,414    |                                                 | $          | 493,455                                                                                                         |       | $                                   | 1,290,365  |      | $          | 453,805 |   | $ | 315,929 |   | $ | 3,421,222 |   |
| Anthony P.  Hankins                        |       | 2007     |       | $          | 496,975    |                       | $          | 0                    |       | $                     | 599,365    |                                                 | $          | 633,179                                                                                                         |       | $                                   | 245,000    |      | $          | 84,951 |   | $ | 324,809 |   | $ | 2,384,279 |   |
| Division  President, Polyurethanes         |       | 2006     |       | $          | 478,313    |                       | $          | 0                    |       | $                     | 487,215    |                                                 | $          | 512,460                                                                                                         |       | $                                   | 1,345,165  |      | $          | 529,464 |   | $ | 226,269 |   | $ | 3,578,886 |   |

** **

----

(1)          Discretionary special project bonuses wereissued to Messrs. Huntsman, Esplin, Scruggs and Hulme for successful completionof several restructuring initiatives. For this year’s disclosure, amounts that were reported in the 2006 proxystatement for 2006 earnings have been moved to and included in the non-equityincentive plan compensation column.

 

(2)          This column represents the dollar amount recognized for financialstatement reporting purposes with respect to the 2007 and 2006 fiscal years forthe fair value of restricted stock granted in accordance with SFAS 123R.  Pursuant to SEC regulations, the amountsshown for 2007 and 2006 exclude the impact of estimated forfeitures related toservice-based vesting conditions. Amounts reported in the 2006 Proxy statement included estimatedforfeitures related to service-based vesting conditions.  The restricted shares vest ratably in threeequal annual installments beginning on the first anniversary of the grantdate.  For purposes of stock-basedawards, fair value is initially calculated using the closing price of our stockon the date of grant.  In 2007, the fairvalue of restricted stock-based awards, excluding estimated forfeitures was$1,151,027 for Mr. Huntsman and $398,429 for each of Messrs. Esplin, Scruggs,Hankins, and Hulme for awards granted in 2005; $708,323, $177,079, $177,079,$106,252, and $88,540 respectively for Messrs. Huntsman, Esplin, Scruggs,Hankins, and Hulme for awards granted in 2006; and $662,794, $157,809,$157,809, $94,684, and $107,966 respectively for Messrs. Huntsman, Esplin,Scruggs, Hankins, and Hulme for awards granted in 2007.  For additional information regarding 2007 and2006 restricted stock expenses, refer to the notes of our financial statementsin the Form 10-K for the years ended 2007 and 2006, as filed with the SEC.  For information on the valuation assumptionswith respect to grants made during or prior to 2007, refer to the notes of ourfinancial statements in the Form 10-K for the appropriate year’s end.  These amounts reflect our accounting expensefor these awards and do not correspond to the actual value that will berecognized by the named executive officers. 

 

(3)          This column represents the dollar amount recognized for financialstatement reporting purposes with respect to the 2007 and 2006 fiscal years forthe fair value of stock options granted to each of the named executives inaccordance with SFAS 123R.  Pursuant toSEC regulations, the amounts shown for 2007 and 2006 exclude the impact ofestimated forfeitures related to service-based vesting conditions.  Amounts reported in the 2006 Proxy statementincluded estimated forfeitures related to service-based vestingconditions.  The fair value of optionawards in 2007, excluding estimated forfeitures was $1,151,023 for Mr. Huntsmanand $398,432 for each of Messrs. Esplin, Scruggs, Hankins, and Hulme for awardsgranted in 2005; $909,730, $227,434, $227,434, $136,460, and $113,716respectively for Messrs. Huntsman, Esplin, Scruggs, Hankins, and Hulme forawards granted in 2006; and $688,006,

 

16

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$163,811, $163,811, $98,287,and $90,096 respectively for Messrs. Huntsman, Esplin, Scruggs, Hankins, andHulme for awards granted in 2007.  Foradditional information regarding 2007 and 2006 option expenses, refer to thenotes of our financial statements in the Form 10-K for the years ended 2007 and2006, as filed with the SEC.  Forinformation on the valuation assumptions with respect to grants made during orprior to 2007, refer to the notes of our financial statements in the Form 10-Kfor the appropriate year’s end.  Theseamounts reflect our accounting expense for these awards and do not correspondto the actual value that will be recognized by the named executive officers.

 

(4)        Mr. Huntsman’s 2006 earnings include$1,453,452 representing his final payment from our Cost Reduction IncentivePlan.  2006 earnings for Messrs. Esplin,Scruggs, Hankins and Hulme include $1,065,865 representing final earnings fromour Cost Reduction Incentive Plan. Although, Mr. Hankins earned his final Cost Reduction Incentive Planpayment in 2006, he received the associated payment in 2007.

 

(5)        This column represents the sum of the changein pension value and non-qualified deferred compensation earnings in 2007 foreach of the named executive officers. The change in pension value was ($218,897), $1,507, $3,980, $43,660, and$55,761 for each of Messrs. Huntsman, Esplin, Scruggs, Hankins and Hulme,respectively.  See the “Pension Benefitsin Fiscal 2007” for additional information, including the present valueassumptions used in this calculation. The earnings on the non-qualified deferred compensation plans in whichthe named executive officers participate were $40,390, $45,365, $32,115 and$41,291 for each of Messrs. Huntsman, Esplin, Scruggs and Hankins,respectively.  None of the namedexecutive officers had above-market or preferential earnings on non-qualifieddeferred compensation.  See “NonqualifiedDeferred Compensation in Fiscal 2007” for additional information. 

 

(6)        Unless otherwise indicated, the aggregateamount of perquisites and other personal benefits, securities or property givento each named executive officer valued on the basis of aggregate incrementalcost to us was less than $10,000.  Theamount reflected for Mr. Huntsman includes $63,989 for personal aircraft useand $22,110 in associated tax gross-ups, $22,500 for qualified definedcontribution plans, $10,963 for the Supplemental Savings Plan, $229,400 for SEMPP,and $92,410 dividend earnings accrued on restricted stock awards.  The amount reflected for Mr. Esplin includes$22,500 for qualified defined contribution plans, $18,796 for the SupplementalSavings Plan, $75,182 for the SEMPP, and $24,494 dividend earnings accrued onrestricted stock awards.  The amountreflected for Mr. Scruggs includes $22,500 for qualified defined contributionplans, $7,342 for the Supplemental Savings Plan, $76,734 for the SEMPP, and$24,494 dividend earnings accrued on restricted stock awards.  The amount reflected for Mr. Hankins includes$62,872 in housing allowances and costs, $81,024 for foreign assignment costsand $100,544 in associated foreign assignment tax gross-ups and equalization,$11,250 for qualified defined contribution plans, $11,026 for the SupplementalSavings Plan, $29,083 for the SEMPP, and $17,468 dividend earnings accrued onrestricted stock awards.  The amountreflected for Mr. Hulme includes $209,877 for taxes and tax gross-ups paid inconnection with foreign assignment, $55,397 in housing allowances, $38,563 forforeign assignment allowances, and $16,244 dividend earnings accrued onrestricted stock awards.

** **

**Grants of Plan-BasedAwards in 2007**

** **

The following table providesinformation about equity and non-equity incentive awards granted to the namedexecutive officers in 2007 through our annual incentive compensation plan andthrough our Stock Incentive Plan. The date of action indicates the date equityaward values were approved by our Compensation Committee.

 
| ** **          | ** ** | **Grant**  | ** ** | **Date of** | ** ** | **Estimated Future Payouts Under  Non-Equity Incentive Plan Awards** | ** ** | **All Other  Stock-Based** | ** ** | **All Other  Option** | ** ** | **Exercise or  Base Price of** | ** ** | **Grant Date Fair  Value of Stock and** | ** ** |
|---------------------|------------|------------|------------|------------------|------------|----------------------------------------------------------------------------------------------------|------------|---------------------------------|------------|----------------------------|------------|-----------------------------------------------|------------|------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Date**   | ** ** | **Action**       | ** ** | **Threshold**                                                                                      | ** ** | **Target**                      | ** ** | **Max**                    | ** ** | **Awards(1)**                                 | ** ** | **Awards(2)**                                                    | ** ** | **Option Awards** | ** ** | **Option Awards(3)** | ** ** |
| ** **          | ** ** | ** ** | ** ** | ** **       | ** ** | **($ )**                                                                                      | ** ** | **($ )**                   | ** ** | **($ )**              | ** ** | **(#)**                                       | ** ** | **(#)**                                                          | ** ** | **($ /Sh)** | ** ** | **($ )** | ** ** |
| Peter R. Huntsman   |       | 02/20/07   |       | 02/01/07         |       | $                                                                                                  | 0          |                            | $          | 1,464,500                  |       | $                                             | 2,929,000  |                                                             | 111,875    |   | 464,785 |   | $ | 20.66 |   | $ | 4,617,008 |   |
| J. Kimo Esplin      |       | 02/20/07   |       | 02/01/07         |       | $                                                                                                  | 0          |                            | $          | 271,560                    |       | $                                             | 543,120    |                                                             | 26,637     |   | 110,663 |   | $ | 20.66 |   | $ | 1,099,289 |   |
| Samuel D. Scruggs   |       | 02/20/07   |       | 02/01/07         |       | $                                                                                                  | 0          |                            | $          | 226,380                    |       | $                                             | 452,760    |                                                             | 26,637     |   | 110,663 |   | $ | 20.66 |   | $ | 1,099,289 |   |
| Anthony P.  Hankins |       | 02/20/07   |       | 02/01/07         |       | $                                                                                                  | 0          |                            | $          | 289,500                    |       | $                                             | 579,000    |                                                             | 15,982     |   | 66,398 |   | $ | 20.66 |   | $ | 659,570 |   |
| Paul G. Hulme       |       | 02/20/07   |       | 02/01/07         |       | $                                                                                                  | 0          |                            | $          | 267,120                    |       | $                                             | 534,240    |                                                             | 14,650     |   | 60,865 |   | $ | 20.66 |   | $ | 610,617 |   |

** **

----

(1)  This column shows the numberof restricted shares of stock or phantom shares granted to the named executiveofficers in 2007.  The restricted orphantom shares vest ratably in three equal annual installments beginning on thefirst anniversary of the grant date. During the restriction period, each restricted or phantom share entitlesthe individual to vote such share and to accrue quarterly payments by us equalto the quarterly dividend on one share of our stock.

 

(2)  This column shows the numberof securities underlying stock options granted to the named executive officersin 2007.  These options vest and becomeexercisable ratably in three equal annual installments beginning on the firstanniversary of the grant date.

 

(3)  The exercise price of eachoption award granted on February 20, 2007, is $20.66, the closing price of ashare of our common stock on the grant date. Generally, the full grant date fair value of options is the amount thatwe would expense in our financial statements over the award’s vesting scheduleand has been calculated using the Black-Scholes valuation model.  The valuations were based upon the followingassumptions:  estimated holding period of6.6 years, stock volatility rate of 20.76%, and a 1% risk of terminationforfeiture.  It should be noted that thismodel is only one of the methods available for valuing options.  The full grant date fair value of restrictedstock has been calculated using a 1% risk of termination forfeiture rate.  These amounts reflect our accounting expenseand do not correspond to the actual value that may or will be recognized by thenamed executive officers. 

 

17

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**Outstanding Equity Awardsat 2007 Fiscal Year-End**

** **

The following table providesinformation on the current holdings of stock options and stock awards by thenamed executive officers from our Stock Incentive Plan. The market value of thestock awards is based on the closing market price of our stock on December 31,2007, which was $25.70.

 
|             | ** ** | ** **       | ** ** | ** **                     | ** ** | **Stock Awards(2)** | ** ** |
|-------------|------------|------------------|------------|--------------------------------|------------|--------------------------|------------|
| ** **  | ** ** | ** **       | ** ** | **Option Awards(1)**      | ** ** | ** **               | ** ** | **Market Value of** | ** ** |
| ** **  | ** ** | ** **       | ** ** | **Securities Underlying** | ** ** | ** **               | ** ** | ** ** | ** ** | **Shares or Units** | ** ** | **Shares or Units** | ** ** |
| ** **  | ** ** | **Date of** | ** ** | **Unexercised Options**   | ** ** | **Exercise**             | ** ** | ** ** | ** ** | **of Stock that** | ** ** | **of Stock that** | ** ** |
| **Name**    | ** ** | **Award**        | ** ** | **Exercisable**                | ** ** | **Unexercisable**        | ** ** | **Price** | ** ** | **Expiration Date** | ** ** | **have Not Vested** | ** ** | **have Not Vested** | ** ** |
| ** **  | ** ** | ** **       | ** ** | **(#)**                        | ** ** | **(#)**                  | ** ** | **($ )** | ** ** | ** ** | ** ** | **(#)** | ** ** | **($ )** | ** ** |
| Peter R.    |       | 2/20/07          |       | 0                              |       | 464,785                  |       | $ | 20.66 |   | 02/20/2017 |   | 111,875 |   | $ | 2,875,188 |   |
| Huntsman(3) |       | 3/01/06          |       | 124,873                        |       | 249,745                  |       | $ | 20.50 |   | 03/01/2016 |   | 69,104 |   | $ | 1,775,973 |   |
|        |       | 2/10/05          |       | 303,300                        |       | 151,650                  |       | $ | 23.00 |   | 02/10/2015 |   | 50,045 |   | $ | 1,286,157 |   |
| J. Kimo     |       | 2/20/07          |       | 0                              |       | 110,663                  |       | $ | 20.66 |   | 02/20/2017 |   | 26,637 |   | $ | 684,571 |   |
| Esplin(4)   |       | 3/01/06          |       | 31,219                         |       | 62,436                   |       | $ | 20.50 |   | 03/01/2016 |   | 17,276 |   | $ | 443,993 |   |
|        |       | 2/10/05          |       | 104,989                        |       | 52,494                   |       | $ | 23.00 |   | 02/10/2015 |   | 17,323 |   | $ | 445,201 |   |
| Samuel D.   |       | 2/20/07          |       | 0                              |       | 110,663                  |       | $ | 20.66 |   | 02/20/2017 |   | 26,637 |   | $ | 684,571 |   |
| Scruggs(5)  |       | 3/01/06          |       | 31,219                         |       | 62,436                   |       | $ | 20.50 |   | 03/01/2016 |   | 17,276 |   | $ | 443,993 |   |
|        |       | 2/10/05          |       | 104,989                        |       | 52,494                   |       | $ | 23.00 |   | 02/10/2015 |   | 17,323 |   | $ | 445,201 |   |
| Anthony P.  |       | 2/20/07          |       | 0                              |       | 66,398                   |       | $ | 20.66 |   | 02/20/2017 |   | 15,982 |   | $ | 410,737 |   |
| Hankins(6)  |       | 3/01/06          |       | 18,731                         |       | 37,462                   |       | $ | 20.50 |   | 03/01/2016 |   | 10,366 |   | $ | 266,406 |   |
|        |       | 2/10/05          |       | 104,989                        |       | 52,494                   |       | $ | 23.00 |   | 02/10/2015 |   | 17,323 |   | $ | 445,201 |   |
| Paul G.     |       | 2/20/07          |       | 0                              |       | 60,865                   |       | $ | 20.66 |   | 02/20/2017 |   | 14,650 |   | $ | 376,505 |   |
| Hulme(7)    |       | 3/01/06          |       | 15,609                         |       | 31,218                   |       | $ | 20.50 |   | 03/01/2016 |   | 8,638 |   | $ | 221,997 |   |
|        |       | 2/10/05          |       | 104,989                        |       | 52,494                   |       | $ | 23.00 |   | 02/10/2015 |   | 17,323 |   | $ | 445,201 |   |

** **

----

(1)       Option awards vest ratably in three equalannual installments and become exercisable on the anniversary of eachrespective grant date.  Outstandingoption awards granted on February 10, 2005 vested cumulatively 33 1/3% onFebruary 10, 2006 and 66 2/3% on February 10, 2007, with the final one-third ofthe award remaining unvested until February 10, 2008.  Outstanding option awards granted on March 1,2006 vested 33 1/3% on March 1, 2007 with remaining unvested options to vestcumulatively 66 2/3% on March 1, 2008 and 100% on March 1, 2009.   Outstanding option awards granted onFebruary 20, 2007 will vest cumulatively 33 1/3% on February 20, 2008, 66 2/3%on February 20, 2009 and 100% on February 20, 2010. 

 

(2)         Restricted stock and Phantom share awardsvest ratably in three equal annual installments and lapse their associatedrestrictions on the anniversary of each respective grant date.  Stock awards are granted on the same day asoption awards and vest on the same schedule as footnoted for option awardsabove. 

 

(3)         On February 10, 2005, we granted Mr. Peter R.Huntsman 454,950 options at an exercise price of $23.00 per share, and 150,134shares of restricted stock.  On March 1,2006, we granted Mr. Huntsman 374,618 options at an exercise price of $20.50,and 103,657 shares of restricted stock. On February 20, 2007, we granted Mr. Huntsman 464,785 options at anexercise price of $20.66 per share, and 111,875 shares of restricted stock.

 

(4)         On February 10, 2005, we granted Mr. Esplin157,483 options at an exercise price of $23.00 per share, and 51,969 shares ofrestricted stock.  On March 1, 2006, wegranted Mr. Esplin 93,655 options at an exercise price of $20.50, and 25,914shares of restricted stock.  On February20, 2007, we granted Mr. Esplin 110,663 options at an exercise price of $20.66per share, and 26,637 shares of restricted stock.

 

(5)         On February 10, 2005, we granted Mr. Scruggs157,483 options at an exercise price of $23.00 per share, and 51,969 shares ofrestricted stock.  On March 1, 2006, wegranted Mr. Scruggs 93,655 options at an exercise price of $20.50, and 25,914shares of restricted stock.  On February20, 2007, we granted Mr. Scruggs 110,663 options at an exercise price of $20.66per share, and 26,637 shares of restricted stock.

 

(6)         On February 10, 2005, we granted Mr. Hankins157,483 options at an exercise price of $23.00 per share, and 51,969 shares ofrestricted stock.  On March 1, 2006, wegranted Mr. Hankins 56,193 options at an exercise price of $20.50, and 15,549shares of restricted stock.  On February20, 2007, we granted Mr. Hankins 66,398 options at an exercise price of $20.66per share, and 15,982 shares of restricted stock.

 

(7)         On February 10, 2005, we granted Mr. Hulme157,483 options at an exercise price of $23.00 per share, and 51,969 shares ofrestricted stock.  On March 1, 2006, wegranted Mr. Hulme 46,827 options at an exercise price of $20.50, and 12,957shares of restricted stock.  On February20, 2007, we granted Mr. Hulme 60,865 options at an exercise price of $20.66per share, and 14,650 shares of phantom stock.

 

18

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**Option Exercises andStock Vested in Fiscal 2007**

** **

The following table shows thenumber of shares of stock that vested during 2007 and the aggregate grossdollar value realized upon vesting. None of our named executive officersexercised option awards during 2007.

 
| ** **            | ** ** | **Stock Awards**    | ** ** |
|-----------------------|------------|--------------------------|------------|
| ** **            | ** ** | **Shares Acquired** | ** ** | **Value Realized** | ** ** |
| **Name**              | ** ** | **on Vesting**      | ** ** | **on Vesting** | ** ** |
| ** **            | ** ** | **(#)**                  | ** ** | **($ )** | ** ** |
| Peter R. Huntsman(1)  |       | 58,603                   |       | $ | 1,723,778 |   |
| J. Kimo Esplin(2)     |       | 17,355                   |       | $ | 530,307 |   |
| Samuel D. Scruggs(3)  |       | 17,337                   |       | $ | 530,307 |   |
| Anthony P. Hankins(4) |       | 14,301                   |       | $ | 461,276 |   |
| Paul G. Hulme         |       | 21,642                   |       | $ | 444,014 |   |

** **

----

(1)         Upon the vesting of the applicable portion ofthe restricted stock award granted on March 1, 2006, we withheld 12,595 shares,having a market value of $251,648, to satisfy tax withholding obligations, andissued to Mr. Peter R. Huntsman a net amount of 21,958 vested shares having amarket value of $438,721, based on the closing price of our common stock on thevesting date, March 1, 2007, which was $19.98. Upon the vesting of the applicable portion of the restricted stock awardgranted on February 10, 2005, we withheld 13,399 shares, having a market valueof $276,689, to satisfy tax withholding obligations, and issued to Mr. PeterR. Huntsman a net amount of 36,645 vested shares having a market value of$756,719, based on the closing price of our common stock on the vesting date,February 10, 2007, which was $20.65.

 

(2)         Upon the vesting of the applicable portion ofthe restricted stock award granted on March 1, 2006, we withheld 2,804 shares,having a market value of $56,024, to satisfy tax withholding obligations, andissued to Mr. Esplin a net amount of 5,834 vested shares having a market valueof $116,563, based on the closing price of our common stock on the vestingdate, March 1, 2007, which was $19.98. Upon the vesting of the applicable portion of the restricted stock awardgranted on February 10, 2005, we withheld 5,802 shares, having a market valueof $119,811, to satisfy tax withholding obligations, and issued to Mr. Esplin anet amount of 11,521 vested shares having a market value of $237,909, based onthe closing price of our common stock on the vesting date, February 10, 2007,which was $20.65.

 

(3)         Upon the vesting of the applicable portion ofthe restricted stock award granted on March 1, 2006, we withheld 2,804 shares,having a market value of $56,024, to satisfy tax withholding obligations, andissued to Mr. Scruggs a net amount of 5,834 vested shares having a market valueof $116,563, based on the closing price of our common stock on the vestingdate, March 1, 2007, which was $19.98. Upon the vesting of the applicable portion of the restricted stock awardgranted on February 10, 2005, we withheld 5,820 shares, having a market valueof $120,183, to satisfy tax withholding obligations, and issued to Mr. Scruggsa net amount of 11,503 vested shares having a market value of $237,537, basedon the closing price of our common stock on the vesting date, February 10,2007, which was $20.65.

 

(4)         Upon the vesting of the applicable portion ofthe restricted stock award granted on March 1, 2006, we withheld 1,890 shares,having a market value of $37,762, to satisfy tax withholding obligations, andissued to Mr. Hankins a net amount of 3,293 vested shares having a market valueof $65,794, based on the closing price of our common stock on the vesting date,March 1, 2007, which was $19.98.  Uponthe vesting of the applicable portion of the restricted stock award granted onFebruary 10, 2005, we withheld 6,315 shares, having a market value of $130,405,to satisfy tax withholding obligations, and issued to Mr. Hankins a net amountof 11,008 vested shares having a market value of $227,315, based on the closingprice of our common stock on the vesting date, February 10, 2007, which was$20.65.

 

**Pension Benefits inFiscal 2007**

** **

The table below sets forthinformation on the pension benefits for the named executive officers under ourpension plans, each of which is more fully described following the table. Nopension benefits were paid to any of the named executive officers in the lastfiscal year. The amounts reported in the table below equal the present value ofthe accumulated benefit at November 30, 2007 for the named executiveofficers under each plan based upon the assumptions described below. 

 
| **Name**           | ** ** | **Plan Name**                                            | ** ** | **Years of  Credited Service** | ** ** | **Present Value of  Accumulated Benefit(1)** | ** ** | **Payments During Last  Fiscal Year** | ** ** |
|--------------------|------------|---------------------------------------------------------------|------------|------------------------------------------|------------|-------------------------------------------------------------|------------|------------------------------------------------------|------------|
| ** **         | ** ** | ** **                                                    | ** ** | **(#)**                                  | ** ** | **($ )**                                               | ** ** | **($ )**                                        | ** ** |
| Peter R. Huntsman  |       | Huntsman Defined Benefit Pension Plan                         |       | 24.417                                   |       | $                                                           | 284,957    |                                                 | $          | 0 |   |
|               |       | Supplemental Executive Retirement Plan                        |       |                                     |       | $                                                           | 3,290,476  |                                                 | $          | 0 |   |
| J. Kimo Esplin     |       | Huntsman Defined Benefit Pension Plan                         |       | 13.417                                   |       | $                                                           | 158,668    |                                                 | $          | 0 |   |
|               |       | Supplemental Executive Retirement Plan                        |       |                                     |       | $                                                           | 484,585    |                                                 | $          | 0 |   |
| Samuel D. Scruggs  |       | Huntsman Defined Benefit Pension Plan                         |       | 12.083                                   |       | $                                                           | 171,064    |                                                 | $          | 0 |   |
|               |       | Supplemental Executive Retirement Plan                        |       |                                     |       | $                                                           | 452,931    |                                                 | $          | 0 |   |
| Anthony P. Hankins |       | Huntsman Pension Scheme (UK)                                  |       | 28.225                                   |       | $                                                           | 3,320,355  |                                                 | $          | 0 |   |
|               |       |                                                          |       |                                     |       |                                                        |       |                                                 |       |
| Paul G. Hulme      |       | Huntsman Belgian Pension Fund and  International Pension Plan |       | 23.167                                   |       | $                                                           | 2,102,751  |                                                 | $          | 0 |   |

 

----

(1)         Theactuarial present value of the accumulated benefits is determined using thesame assumptions as used for financial reporting purposes.  These

 

19

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assumptionsare discussed in Note 18 to our consolidated financial statements in our AnnualReport on Form 10-K for the year ended December 31, 2007.  For purpose of performing these calculations,a normal retirement age of 65 was utilized.

 

Of our named executiveofficers, Messrs. Peter R. Huntsman, Esplin and Scruggs were participantsin 2007 in the Huntsman Pension Plan and the Supplemental Executive RetirementPlan described above in “Compensation Discussion and Analysis”. TheSupplemental Executive Retirement Plan provides defined benefit retirementbenefits that would otherwise have been available under the Huntsman PensionPlan but for statutory limitations applicable to tax-qualified plans. Bothplans express benefits as a hypothetical cash balance account established ineach participant’s name.

 

A participant’s accountreceives two forms of credits: “pay credits” and “interest credits.”  Pay credits equal a percentage of aparticipant’s compensation and are credited to a participant’s account on anannual basis. “Compensation” for this purpose includes both salary and bonus asdescribed in the Summary Compensation Table. “Compensation” under the HuntsmanPension Plan is subject to the compensation limit applicable to tax-qualifiedplans ($225,000 for 2007). The benefit that would be available under theHuntsman Pension Plan, but for this limitation, is provided under theSupplemental Executive Retirement Plan. The applicable pay credit percentageranges between 4% and 12% depending on the participant’s combined age and yearsof service as of the start of each plan year. The pay credits for the HuntsmanDefined Benefit Pension Plan are $20,250 for Mr. Peter R. Huntsman and$18,000 for Messrs. Esplin and Scruggs. The pay credits for theSupplemental Executive Retirement Plan are $258,075, $75,182 and $76,734 for Messrs. PeterR. Huntsman, Esplin and Scruggs, respectively.

 

“Interest credits” for a planyear are based on the 30-year U.S. Treasury yield for November of theprior year. The minimum annual interest credit rate is 5.0%. In addition, planparticipants who met certain age and service requirements on July 1, 2004are entitled to receive “transition credits.” Transition credits are payable for up to five years and equal apercentage of a participant’s compensation. The applicable transition creditpercentage is from 1% to 8% depending on the participant’s combined age andyears of service as of July 1, 2004. The transition credits for theHuntsman Defined Benefit Pension Plan are $11,250, $4,500 and $6,750 for Messrs. PeterR. Huntsman, Esplin and Scruggs, respectively. The transition credits for theSupplemental Executive Retirement Plan are $143,375, $18,796 and $28,775 for Messrs. PeterR. Huntsman, Esplin and Scruggs, respectively. The annual benefit payable underthe Huntsman Pension Plan may be limited pursuant to certain statutory limitsimposed on tax-qualified plans. The Supplemental Executive Retirement Planprovides participants with the benefit in excess of those limitations.

 

Pursuant to the terms of theHuntsman Pension Plan, at termination of employment after having completed atleast five years of service, a participant will receive the amount thencredited to the participant’s cash balance account in an actuarially equivalentjoint and survivor annuity (if married) or single life annuity (if not married).Participants may also choose from other optional forms of benefit, including alump-sum payment in the amount of the cash balance account. The HuntsmanPension Plan also includes a minimum benefit that guarantees that a participant’sbenefit will not be less than the benefit accrued under the prior formula attransition (July 1, 2004) plus the benefit attributable to pay credits,with interest credits, beginning July 1, 2004. Under the prior planprovisions, the monthly basic benefit equaled one-twelfth of 1.4% of averageearnings multiplied by pension service prior to January 1, 2000, plus 1.5%of average earnings multiplied by pension service after January 1, 2000,less 50% of the Social Security benefit prorated by pension service, payable asa life annuity to the participant. The prior Supplemental Executive RetirementPlan mirrored the benefit from the Huntsman Defined Benefit Pension Plan. Earlyretirement reductions apply if retirement occurs before normal retirement age(defined as age 65 with 5 years of service) and on or after the earlier of 1)both attaining age 50 and age plus vesting service equal to 80 or more, or 2)age 55 with 10 years of vesting service.

 

Vested benefits under theSupplemental Executive Retirement Plan are paid 30 days following a participant’sseparation from service, unless the participant is a “specified employee” forpurposes of section 409A of the Internal Revenue Code (“Section 409A”) inwhich case payment will be delayed for six months. Vested benefits are paid ina single cash lump sum unless the participant elects: (1) a life annuity, (2) alife annuity with payments guaranteed for 120 months, or (3) a joint andsurvivor annuity providing survivor benefits equal to 50 or 100 percent (aselected by the participant) of the annuity payable to the participant. Benefitsare unvested until the earlier to occur of: (1) completion of ten years ofservice, (2) termination on account of death, “Disability,” on or afterattainment of “Normal Retirement Age,” or (3) termination without “ReasonableCause.”  Each named executive officer isfully vested in his benefit under the Supplemental Executive Retirement Plan.

 

“Disability” under the HuntsmanDefined Benefit Pension Plan provides that for a disabled participant, serviceand benefit accruals continue for 24 months. After 24 months, disabledparticipants are deemed to be terminated participants. Disability is defined astotal and permanent disability, as determined by the administrator of thecompany’s long-term disability plan.

 

“Normal Retirement Age” isretirement eligibility upon age 65 with 5 years of service under the HuntsmanDefined Benefit Pension Plan and Supplemental Executive Retirement Plan.

 

20

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“Reasonable Cause” means:  (1) the grossly negligent, fraudulent,dishonest or willful violation of any law or the material violation of any ofour significant policies that materially and adversely affects us, or (2) thefailure of the participant to substantially perform his duties.

 

Messrs. Hulme and Hankinsparticipate in the Huntsman Pension Scheme in the U.K. The Huntsman PensionScheme provides standard benefits equal to 2.2% (1/45th) of final pensionablecompensation up to $22,084 (£11,250), plus 1.83% of final pensionablecompensation above $22,084 (£11,250), minus 1/50th of the current State pensionbenefit, times actual years of service; subject to a maximum limit of 2/3rd offinal pensionable compensation times actual years of service, divided by totalpossible service to retirement. Final pensionable compensation is gross salaryreceived during the 12 months prior to retirement less any profit sharingpayments. These benefits include U.K. social security benefits. As of December 31,2007, Mr. Hankins had approximately 28 years of service in the U.K. and Mr. Hulmehad approximately 5 years of service in the U.K. Both Mr. Hankins and Mr. Hulmeare fully vested in these benefits.

 

Mr. Hulme participates inthe International Pension Plan, which is a non-registered plan designed toprotect the pension benefits of employees whose service involves participationin pension plans in more than one country. Through the International PensionPlan, Mr. Hulme at retirement can elect to receive a total pension benefit(which includes retirement benefits being provided by the Huntsman BelgiumPension Fund and the Huntsman Pension Scheme) that is the greater of (1) thebenefit under the Huntsman Pension Scheme (with slight modifications if he hasless than 10 years of actual U.K. service) based upon his combined servicein Belgium and the U.K. and his U.K. notional salary, or (2) the benefitunder the Huntsman Belgium Pension Fund based upon his combined service inBelgium and the U.K. Currently, the benefit under the IPP using the HuntsmanPension Scheme is the most beneficial for Mr. Hulme, who had 24 yearsof total service as of November 30, 2007.

 

**Nonqualified DeferredCompensation in Fiscal 2007**

** **

The table below providesinformation on the non-qualified deferred compensation of the named executiveofficers in 2007. The named executive officers cannot withdraw any amounts fromtheir deferred compensation balances until they either leave or retire from ourCompany. No withdrawals or distributions were made in 2007.

 
| **Name**          | ** ** | **Executive Contributions  in Last FY(1)** | ** ** | **Huntsman  Contributions  in Last FY** | ** ** | **Aggregate Earnings  in Last FY** | ** ** | **Aggregate  Withdrawals/  Distributions** | ** ** | **Aggregate Balance  at Last FYE** | ** ** |
|-------------------|------------|-----------------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|--------------------------------------------|------------|---------------------------------------------------|------------|
|              |       |                                                      |       |                                              |       |                                              |       |                                       |       |                                              |       |
| Peter R. Huntsman |       | $                                                         | 0          |                                              | $          | 240,362                                           | (2)        | $                                          | 40,390     |                                              | $          | 0 |   | $ | 1,056,724 | (3) |
| J. Kimo Esplin    |       | $                                                         | 244,510    |                                              | $          | 93,978                                            | (4)        | $                                          | 45,365     |                                              | $          | 0 |   | $ | 1,276,594 | (5) |
| Samuel D. Scruggs |       | $                                                         | 12,392     |                                              | $          | 84,076                                            | (6)        | $                                          | 32,115     |                                              | $          | 0 |   | $ | 897,861 | (7) |
| Anthony P Hankins |       | $                                                         | 24,849     |                                              | $          | 40,109                                            | (8)        | $                                          | 41,291     |                                              | $          | 0 |   | $ | 772,875 | (9) |
| Paul G. Hulme     |       | $                                                         | 0          |                                              | $          | 0                                                 |       | $                                          | 0          |                                              | $          | 0 |   | $ | 0 |   |

** **

----

(1)         Represents deferralsunder the Supplemental Savings Plan. These amounts are included in the “Salary” column of the “SummaryCompensation Table” set forth above.

 

(2)         Represents a contributionof $10,963 to the Supplemental Savings Plan and a contribution of $229,400 tothe SEMPP.  These amounts are included inthe “All Other Compensation” column of the “Summary Compensation Table” setforth above.

 

(3)         This amount includes$23,000 from our Supplemental Savings Plan and $1,033,724 from our SEMPP.  $91,128 of these amounts was previouslyreported in the Summary Compensation Table set forth in our definitive proxystatement filed with the Commission on March 30, 2007.

 

(4)         Represents a contributionof $18,796 to the Supplemental Savings Plan and a contribution of $75,182 tothe SEMPP.  These amounts are included inthe “All Other Compensation” column of the “Summary Compensation Table” setforth above.

 

(5)         This amount includes$1,064,266 from our Supplemental Savings Plan and $212,328 from our SEMPP.  $60,981 of these amounts was previouslyreported in the Summary Compensation Table set forth in our definitive proxystatement filed with the Commission on March 30, 2007.

 

(6)         Represents a contributionof $7,342 to the Supplemental Savings Plan and a contribution of $76,734 to theSEMPP.  These amounts are included in the“All Other Compensation” column of the “Summary Compensation Table” set forthabove.

 

(7)         This amount includes$735,544 from our Supplemental Savings Plan and $162,317 from the SEMPP.  $108,816 of these amounts was previouslyreported in the Summary Compensation Table set forth in our definitive proxystatement filed with the Commission on March 30, 2007.

 

(8)         Represents a contributionof $11,026 to the Supplemental Savings Plan and a contribution of $29,083 tothe SEMPP.  These amounts are included inthe “All Other Compensation” column of the “Summary Compensation Table” setforth above.

 

(9)         This amount includes$729,428 from the Supplemental Savings Plan and $43,447 from the SEMPP.  $41,446 of these amounts was previouslyreported in the Summary Compensation Table set forth in our definitive proxystatement filed with the Commission on March 30, 2007.

 

As described above in “CompensationDiscussion and Analysis”, we sponsor two non-qualified defined contributionplans: the Supplemental Savings Plan and the SEMPP. The Supplemental SavingsPlan allows eligible executive officers to defer up to 75% of eligible salaryand 

 

21

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up to 75% of annual incentive award bonuses.The plan also provides for matching contributions that would otherwise havebeen made by us to the participant’s 401(k) Plan account but for thestatutory limits imposed on tax-qualified retirement plans. As required by section 409A,deferrals must be elected in the calendar year preceding the year in which thecompensation deferred is earned.

 

The Supplemental Savings Planprovides for payment of benefits to a participant upon the earlier to occur ofa “Change of Control” or a termination of the participant’s service. Benefitspaid upon a “Change of Control” are always paid in a single lump sum payment.Benefits payable upon a separation from service can be made (at the election ofthe participant) in either a single lump sum payment or in substantially equalinstallments over a period selected by the participant that does not exceed tenyears. In addition, the participant may request distribution of all or portionof the amounts credited to his account upon an “Unforeseeable Emergency.”  Payments upon separation from service will bedelayed six months in accordance with Section 409A in the event aparticipant is a “specified employee” for purposes of Section 409A.

 

The Supplemental Savings Plandefines a “Change of Control” as the occurrence of either of the followingevents:

 

·                  Anyperson becomes the owner of 35% or more of our outstanding voting stock (otherthan certain persons affiliated with us).

 

·                  Thereplacement of a majority of our Board over a two-year period except in caseswhere (1) such replacement is not approved by a vote of at least amajority of the incumbent Board or (2) the election or nomination of suchreplacement Board members is by certain of our affiliates.

 

In addition, any “Change ofControl” must also constitute a change in control for purposes of Section 409A.

 

A participant will be deemed tohave incurred an “Unforeseeable Emergency” if he suffers a severe financialhardship resulting from (1) an illness or accident with respect to him,his spouse or a dependent, (2) the loss of property due to casualty or (3) othersimilar extraordinary and unforeseeable circumstances arising as a result ofevents beyond the participant’s control determined by us to constitute anunforeseeable emergency for purposes of Section 409A.

 

·                  Asdescribed above in “Compensation Discussion and Analysis,” the SEMPP providesfor benefits that would not otherwise be available under our MPP due tostatutory limitations imposed on tax-qualified retirement plans. The planprovides for the payment of vested benefits upon a participant’s separationfrom service except to the extent the participant is a “specified employee” forpurposes of Section 409A in which case benefits will be delayed sixmonths. A participant’s benefits vest on the earlier to occur of (1) completionof ten years of service, (2) termination on account of death, “Disability,”or on or after attainment of “Normal Retirement Age,” or (3) terminationwithout “Reasonable Cause.”  “Disability,”“Normal Retirement Age,” and “Reasonable Cause” have the same meanings as setforth above in our description of the Supplemental Executive Retirement Plan.Each named executive officer is currently vested in his SEMPP benefit.

 

Benefits are payable in one ofthe following forms elected by a participant:

 

·                  Asingle lump sum payment; or

 

·                  Asingle life annuity; or

 

·                  Ajoint and survivor annuity; or

 

·                  Installmentsover a period selected by the participant not in excess of ten years.

 

Participants are entitled toelect the investment of their accounts under both the Supplemental Savings Planand the SEMPP. Although no assets may actually be invested, a participant’sbenefit value is based on the gains or losses of the investments they choose.No above market or preferential earnings are provided under our non-qualifieddefined contributions plans because the investment choices available under theplans are identical to the investment choices available in the 401(k) Plan (inthe case of the Supplemental Savings Plan) or the MPP (in the case of the SEMPP).Consequently none of the earnings reported in this table are included in theSummary Compensation Table. Participants may change their investment options atany time by submitting a change form to the plan administrator.

 

The table below lists theinvestment funds available to participants in the 401(k) Plan, the SupplementalSavings Plan, the MPP and the SEMPP. The table also provides the rate of returnfor each fund for 2007. All funds and rates of return are the same for all fourdefined contribution plans.

 

22

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| **Investment Funds**                      | ** ** | **2007 Performance** | ** ** |
|------------------------------------------------|------------|---------------------------|------------|
| PIMCO Total Return Bond Fund                   |       | 9.07                      | %          |
| American Century Inflation Adjusted Bond  Fund |       | 11.19                     | %          |
| Vanguard Institutional Index                   |       | 5.48                      | %          |
| American Funds Growth Fund of America          |       | 11.26                     | %          |
| Legg Mason Value Trust                         |       | -5.73                     | %          |
| Hotchkis and Wiley Large Cap Value             |       | -10.55                    | %          |
| Vanguard Selected Value                        |       | -0.23                     | %          |
| Fidelity Low Priced Stock                      |       | 3.16                      | %          |
| Morgan Stanley Institutional Mid Cap Growth    |       | 22.59                     | %          |
| Royce Value Plus                               |       | 3.24                      | %          |
| American Beacon ABF Small Cap Value            |       | -6.44                     | %          |
| American Century Real Estate                   |       | -15.95                    | %          |
| Fidelity International Discovery               |       | 18.98                     | %          |
| First Eagle Overseas                           |       | 8.39                      | %          |
| DFA Emerging Markets Value                     |       | 45.64                     | %          |
| PIMCO Commodity Real Return Strategy           |       | 23.80                     | %          |
| Fidelity Freedom Income                        |       | 4.83                      | %          |
| Fidelity Freedom Fund 2000                     |       | 5.32                      | %          |
| Fidelity Freedom Fund 2010                     |       | 7.43                      | %          |
| Fidelity Freedom Fund 2020                     |       | 8.45                      | %          |
| Fidelity Freedom Fund 2030                     |       | 9.27                      | %          |
| Fidelity Freedom Fund 2040                     |       | 9.31                      | %          |

** **

**Potential Payments uponTermination or Change of Control**

** **

As described above in “CompensationDiscussion and Analysis,” our named executive officers are entitled topotential severance benefits under our Executive Severance Plan. In addition,equity awards granted under our Stock Incentive Plan provide for acceleratedvesting upon a “Change of Control” as defined in the Stock Incentive Plan atthe discretion of our Compensation Committee.

 

The tables below quantify thebenefits available under these arrangements (assuming that the vesting ofoutstanding equity awards held by our named executive officers is acceleratedby our Compensation Committee). Each of our named executive officers will beentitled to a single lump sum severance payment in an amount equal to 24 or 33times his base monthly compensation in the event of a termination without “ReasonableCause” or upon a termination by the executive for “Good Reason.”  Severance will be paid within 60 daysfollowing the employee’s separation from service. Each of our named executiveofficers will also be entitled to, at our cost, outplacement services for aperiod 12 months and, for named executive officers based in the U.S., two yearsof healthcare continuation.

 

The Executive Severance Planutilizes the same definition of “Reasonable Cause” as set forth above withrespect to our Supplemental Executive Retirement Plan. A termination for “GoodReason” will be deemed to occur upon voluntary termination of employment as aresult of the significant detrimental reduction or change to the executive’sjob responsibilities or in his current base compensation, or change in theexecutive’s principal place of work by more than fifty miles from his or herprincipal place of work in effect immediately prior to such change, which isnot remedied by the Company within thirty days of written notice by theexecutive of the reduction or change.

 

A “Change of Control” under theStock Incentive Plan means the occurrence of any of the following:

 

·          An acquisition of 50% or more of a combinedvoting power of our outstanding voting securities.

 

·          The consummation of a transaction in whichour stockholders do not, immediately thereafter, own 50% or more of theresulting entity in substantially the same portion as their stock ownershipprior to the transaction.

 

·          The sale or disposition of all orsubstantially all of our assets.

 

·          A majority change in the incumbent directorsof our Board.

 

·          An approval by our Board or our stockholdersof a complete or substantially complete liquidation or dissolution.

 

**The tables below reflect thecompensation payable to or on behalf of each named executive officer uponretirement, disability, death, an involuntary termination without cause or achange of control. The amounts shown assume that such termination or change ofcontrol was effective as of December 31, 2007, and thus includes amountsearned through such time. The actual amounts we will be required to disbursecan only be determined at the time of the applicable circumstance. Amountspayable under the Supplemental Savings and supplemental money purchase pension planare described in the “Nonqualified Deferred Compensation” table above.**

 

23

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** **

**Potential Payments forPeter R. Huntsman**

 
| ** **                                              | ** ** | **Retirement** | ** ** | **Disability** | ** ** | **Death**  | ** ** | **Involuntary  Termination  without Cause** | ** ** | **Change in  Control** | ** ** |
|---------------------------------------------------------|------------|----------------|------------|----------------|------------|------------|------------|--------------------------------------------------|------------|-----------------------------|------------|
| **Compensation**                                        | ** ** | ** **     | ** ** | ** **     | ** ** | ** ** | ** ** | ** **                                       | ** ** | ** **                  | ** ** |
| Cash Severance(1)                                       |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 2,929,000 |   | $ | 0 |   |
| Stock and Options (unvested &  accelerated)(2) |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 0 |   | $ | 9,987,962 |   |
| **Benefit Plans**                                       |       |           |       |           |       |       |       |                                             |       |                        |       |
| Cash Balance Pension(3)                                 |       | $              | 348,936    |           | $          | 348,936    |       | $                                                | 348,936    |                        | $          | 348,936 |   | $ | 0 |   |
| Supplemental Cash Balance Pension(3)                    |       | $              | 4,046,268  |           | $          | 4,046,268  |       | $                                                | 4,046,268  |                        | $          | 4,046,268 |   | $ | 0 |   |
| Health & Welfare(4)                            |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 16,943 |   | $ | 0 |   |
| Outplacement Services(5)                                |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 9,000 |   | $ | 0 |   |

 

----

(1)         This amount is equal to twice Mr. Huntsman’sannual salary.  This amount is notpayable if his employment is terminated for cause.

 

(2)         Any acceleration of vesting of anequity-based award requires the approval of the Compensation Committee.  Based on the fair market value per share ofour common stock on December 31, 2007, which was $25.70, an acceleration of Mr.Huntsman’s unvested shares of restricted stock would have an estimated value of$5,937,317, and an acceleration of Mr. Huntsman’s unvested options would havean estimated value of $4,050,645.

 

(3)         These benefits are payable as a lump sum cashpayment, although other forms of payment distribution are available at theparticipant's election. The balance of this account as of December 31, 2007 islarger than the value in the Pension Benefits table due to the present valueassumption utilized in calculating the value in that table.

 

(4)         Calculated by multiplying 150% of theemployer and employee premiums payable with respect to healthcare continuationpursuant to the coverage elected by the executive as of December 31, 2007 by24.  We assumed a monthly premium 50%larger than current premiums to reflect annual increases in premium costs inorder to ensure that the amounts reported above include the total amount forwhich we are potentially responsible to provide such coverage.  If Mr. Huntsman’s employment is terminatedfor cause, we are not required to provide the subsidy noted. 

 

(5)         We contract with a 3rd party provider for 12months of outplacement services.  To theextent Mr. Huntsman might utilize these services, we expect the company costwould be $9,000.

 

**Potential Payments for J.Kimo Esplin**

 
| ** **                                              | ** ** | **Retirement** | ** ** | **Disability** | ** ** | **Death**  | ** ** | **Involuntary  Termination  without Cause** | ** ** | **Change in  Control** | ** ** |
|---------------------------------------------------------|------------|----------------|------------|----------------|------------|------------|------------|--------------------------------------------------|------------|-----------------------------|------------|
| **Compensation**                                        | ** ** | ** **     | ** ** | ** **     | ** ** | ** ** | ** ** | ** **                                       | ** ** | ** **                  | ** ** |
| Cash Severance(1)                                       |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 941,400 |   | $ | 0 |   |
| Stock and Options (unvested &  accelerated)(2) |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 0 |   | $ | 2,597,908 |   |
| **Benefit Plans**                                       |       |           |       |           |       |       |       |                                             |       |                        |       |
| Cash Balance Pension(3)                                 |       | $              | 193,388    |           | $          | 193,388    |       | $                                                | 193,388    |                        | $          | 193,388 |   | $ | 0 |   |
| Supplemental Cash Balance Pension(3)                    |       | $              | 594,459    |           | $          | 594,459    |       | $                                                | 594,459    |                        | $          | 594,459 |   | $ | 0 |   |
| Health & Welfare(4)                            |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 15,680 |   | $ | 0 |   |
| Outplacement Services(5)                                |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 9,000 |   | $ | 0 |   |

 

----

(1)         This amount is equal totwice Mr. Esplin’s annual salary.  Thisamount is not payable if his employment is terminated for cause.

 

(2)         Any acceleration ofvesting of an equity-based award requires the approval of the CompensationCommittee.  Based on the fair marketvalue per share of our common stock on December 31, 2007, which was $25.70, anacceleration of Mr. Esplin’s unvested shares of restricted stock would have anestimated value of $1,573,765, and an acceleration of Mr. Esplin’s unvestedoptions would have an estimated value of $1,024,143.

 

(3)         These benefits arepayable as a lump sum cash payment, although other forms of paymentdistribution are available at the participant's election.  The balance of this account as of December31, 2007 is larger than the value in the Pension Benefits table due to thepresent value assumption utilized in calculating the value in that table.

 

(4)         Calculated by multiplying150% of the employer and employee premiums payable with respect to healthcarecontinuation pursuant to the coverage elected by the executive as of December31, 2007 by 24.  We assumed a monthlypremium 50% larger than current premiums to reflect annual increases in premiumcosts in order to ensure that the amounts reported above include the totalamount for which we are potentially responsible to provide such coverage.  If Mr. Esplin’s employment is terminated forcause, we are not required to provide the subsidy noted.

 

(5)         We contract with a 3rdparty provider for 12 months of outplacement services.  To the extent Mr. Esplin might utilize theseservices, we expect the company cost would be $9,000.

 

24

----

** **

**Potential Payments for**Samuel D. Scruggs

 
| ** **                                              | ** ** | **Retirement** | ** ** | **Disability** | ** ** | **Death**  | ** ** | **Involuntary  Termination  without Cause** | ** ** | **Change in  Control** | ** ** |
|---------------------------------------------------------|------------|----------------|------------|----------------|------------|------------|------------|--------------------------------------------------|------------|-----------------------------|------------|
| **Compensation**                                        | ** ** | ** **     | ** ** | ** **     | ** ** | ** ** | ** ** | ** **                                       | ** ** | ** **                  | ** ** |
| Cash Severance(1)                                       |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 850,000 |   | $ | 0 |   |
| Stock and Options (unvested &  accelerated)(2) |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 0 |   | $ | 2,597,908 |   |
| **Benefit Plans**                                       |       |           |       |           |       |       |       |                                             |       |                        |       |
| Cash Balance Pension(3)                                 |       | $              | 203,605    |           | $          | 203,605    |       | $                                                | 203,605    |                        | $          | 203,605 |   | $ | 0 |   |
| Supplemental Cash Balance Pension(3)                    |       | $              | 542,840    |           | $          | 542,840    |       | $                                                | 542,840    |                        | $          | 542,840 |   | $ | 0 |   |
| Health & Welfare(4)                            |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 6,272 |   | $ | 0 |   |
| Outplacement Services(5)                                |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 9,000 |   | $ | 0 |   |

** **

----

(1)         This amount is equal totwice Mr. Scruggs’ annual salary.  Thisamount is not payable if his employment is terminated for cause.

 

(2)         Any acceleration ofvesting of an equity-based award requires the approval of the CompensationCommittee.  Based on the fair marketvalue per share of our common stock on December 31, 2007, which was $25.70, anacceleration of Mr. Scruggs’ unvested shares of restricted stock would have anestimated value of $1,573,765, and an acceleration of Mr. Scruggs’ unvestedoptions would have an estimated value of $1,024,143.

 

(3)         These benefits arepayable as a lump sum cash payment, although other forms of paymentdistribution are available at the participant's election.  The balance of this account as of December31, 2007 is larger than the value in the Pension Benefits table due to thepresent value assumption utilized in calculating the value in that table.

 

(4)         Calculated by multiplying150% of the employer and employee premiums payable with respect to healthcarecontinuation pursuant to the coverage elected by the executive as of December31, 2007 by 24.  We assumed a monthlypremium 50% larger than current premiums to reflect annual increases in premiumcosts in order to ensure that the amounts reported above include the totalamount for which we are potentially responsible to provide such coverage.  If Mr. Scruggs’ employment is terminated forcause, we are not required to provide the subsidy noted.

 

(5)         We contract with a 3rdparty provider for 12 months of outplacement services.  To the extent Mr. Scruggs might utilize theseservices, we expect the company cost would be $9,000.

 

**Potential Payments for**Anthony P. Hankins

 
| ** **                                              | ** ** | **Retirement** | ** ** | **Disability** | ** ** | **Death**  | ** ** | **Involuntary  Termination  without Cause** | ** ** | **Change in  Control** | ** ** |
|---------------------------------------------------------|------------|----------------|------------|----------------|------------|------------|------------|--------------------------------------------------|------------|-----------------------------|------------|
| **Compensation**                                        | ** ** | ** **     | ** ** | ** **     | ** ** | ** ** | ** ** | ** **                                       | ** ** | ** **                  | ** ** |
| Cash Severance(1)                                       |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 1,805,958 |   | $ | 0 |   |
| Stock and Options (unvested &  accelerated)(2) |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 0 |   | $ | 1,793,527 |   |
| **Benefit Plans**                                       |       |           |       |           |       |       |       |                                             |       |                        |       |
| UK Pension Benefit Annuities                            |       | $              | 307,855    | (3)            | $          | 433,599    |       | $                                                | 375,786    |                        | $          | 307,855 |   | $ | 0 |   |
| Health & Welfare                               |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 0 |   | $ | 0 |   |
| Outplacement Services(4)                                |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 9,000 |   | $ | 0 |   |

** **

----

(1)          This amount is based on33 months of Mr. Hankins’ year-end base pensionable pay.  This amount is not payable if his employmentis terminated for cause.

 

(2)          Any acceleration ofvesting of an equity-based award requires the approval of the CompensationCommittee.  Based on the fair marketvalue per share of our common stock on December 31, 2007, which was $25.70, anacceleration of Mr. Hankins’ unvested shares of restricted stock would have anestimated value of $1,122,345, and an acceleration of Mr. Hankins’ unvestedoptions would have an estimated value of $671,182.

 

(3)          These amounts representthe accrued retirement benefit at normal retirement (age 62) in the form of anannual annuity.  The earliest thisbenefit can be realized is age 50 at which time it would be actuarially reducedto $147,104.

 

(4)          We contract with a 3rdparty provider for 12 months of outplacement services.  To the extent Mr. Hankins might utilize theseservices, we expect the company cost would be $9,000.

 

**Potential Payments for**Paul G. Hulme

 
| ** **                                              | ** ** | **Retirement** | ** ** | **Disability** | ** ** | **Death**  | ** ** | **Involuntary  Termination  without Cause** | ** ** | **Change in  Control** | ** ** |
|---------------------------------------------------------|------------|----------------|------------|----------------|------------|------------|------------|--------------------------------------------------|------------|-----------------------------|------------|
| **Compensation**                                        | ** ** | ** **     | ** ** | ** **     | ** ** | ** ** | ** ** | ** **                                       | ** ** | ** **                  | ** ** |
| Cash Severance(1)                                       |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 1,297,199 |   | $ | 0 |   |
| Stock and Options (unvested &  accelerated)(2) |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 0 |   | $ | 1,654,530 |   |
| **Benefit Plans**                                       |       |           |       |           |       |       |       |                                             |       |                        |       |
| Belgian Pension Plan / International  Pension  Plan(3)  |       | $              | 202,891    |           | $          | 287,429    |       | $                                                | 150,900    |                        | $          | 222,617 |   | $ | 0 |   |
| Health & Welfare                               |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 0 |   | $ | 0 |   |
| Outplacement Services(4)                                |       | $              | 0          |           | $          | 0          |       | $                                                | 0          |                        | $          | 9,000 |   | $ | 0 |   |

** **

----

(1)          This amount is equal to 33 months of Mr.Hulme’s year-end base pensionable pay. This amount is not payable if his employment is terminated for cause.

 

(2)        An acceleration of vesting of an equity-basedaward requires the approval of the Compensation Committee.  Based on the fair market value per share ofour common stock on December 31, 2007, which was $25.70, an acceleration of Mr.Hulme’s unvested shares of restricted stock and phantom shares would have anestimated value of $1,043,703, and an acceleration of Mr. Hulme’s unvestedoptions would have an estimated value of $610,827.

 

25

----

 

(3)        These benefits are represented as an annualannuity, and other forms of payment distribution are available at the participant'selection.

 

(4)        We contract with a 3rd party provider for 12months of outplacement services.  To theextent Mr. Hulme might utilize these services, we expect the company cost wouldbe equivalent to $9,000.

** **

**Director Compensation forFiscal 2007**

** **

Peter R. Huntsman and Jon M.Huntsman receive no additional compensation for serving on the Board. Annualcompensation for non-employee directors is comprised of cash and stock-basedequity compensation. Cash compensation consists of an annual retainer, supplementalretainers for the chairs of Board committees, and meeting fees. Each of thesecomponents is described in more detail below. The total 2007 compensation ofour non-employee directors is shown in the following table:

 
| **Name**                                                                                        | ** ** | **Fees  Earned or Paid in Cash** | ** ** | **Stock Awards** | ** ** | **Option Awards** | ** ** | **All Other  Compensation** | ** ** | **Total**     | ** ** |
|-------------------------------------------------------------------------------------------------|------------|------------------------------------------------------|------------|-----------------------|------------|------------------------|------------|----------------------------------|------------|---------------|------------|
| ** **                                                                                      | ** ** | **($ )(1)**                                     | ** ** | **($ )(2)**      | ** ** | **($ )(3)**       | ** ** | **($ )(4)**                 | ** ** | **($ )** | ** ** |
| Jon M. Huntsman, Chairman                                                                       |       | $                                                    | 0          |                  | $          | 0                      |       | $                                | 0          |          | $          | 1,543,271 | (5) | $ | 1,543,271 |   |
| Nolan D. Archibald, Compensation Committee                                                      |       | $                                                    | 390,000    |                  | $          | 62,897                 |       | $                                | 111,885    |          | $          | 3,594 |   | $ | 568,376 |   |
| Marsha Evans, Nominating &  Governance Committee                                       |       | $                                                    | 390,000    |                  | $          | 62,897                 |       | $                                | 111,885    |          | $          | 3,594 |   | $ | 568,376 |   |
| H. William Lichtenberger,  Nominating & Governance Committee Chair and Audit Committee |       | $                                                    | 420,000    |                  | $          | 62,897                 |       | $                                | 111,885    |          | $          | 3,594 |   | $ | 598,376 |   |
| Richard Michaelson, Audit Committee Chair  and Nominating & Governance Committee       |       | $                                                    | 435,000    |                  | $          | 62,897                 |       | $                                | 111,885    |          | $          | 3,594 |   | $ | 613,376 |   |
| Wayne A. Reaud, Compensation Committee  Chair                                                   |       | $                                                    | 400,000    |                  | $          | 62,897                 |       | $                                | 111,885    |          | $          | 3,594 |   | $ | 578,376 |   |
| Alvin V. Shoemaker, Compensation Committee  and Audit Committee                                 |       | $                                                    | 650,000    |                  | $          | 62,897                 |       | $                                | 111,885    |          | $          | 3,594 |   | $ | 828,376 |   |
| David J. Matlin(6)                                                                              |       | $                                                    | 0          |                  | $          | 0                      |       | $                                | 0          |          | $          | 0 |   | $ | 0 |   |
| Christopher R. Pechock(6)                                                                       |       | $                                                    | 0          |                  | $          | 0                      |       | $                                | 0          |          | $          | 0 |   | $ | 0 |   |

 

----

(1)        Thiscolumn includes the amount earned for retainers, meeting fees and participationon the Huntsman Transaction Committee. Each independent director received $260,000 for their participation onthe Transaction Committee.  Mr. Shoemakerreceived $500,000 for serving as the Chairman of the Transaction Committee.

 

(2)        Thiscolumn represents the dollar amount recognized for financial statementreporting purposes with respect to the 2007 fiscal year for the fair value of6,393 shares of restricted stock granted in 2007 and 3,887 shares of restrictedstock granted in 2006 to each independent director, in accordance with SFAS123R.  The restricted shares vest ratablyin three equal annual installments beginning on the first anniversary of thegrant date.  For purposes of therestricted stock-based awards, fair value is calculated using the closing priceof our stock on the date of grant.  Foradditional information, refer to the notes of our financial statements in theForm 10-K for the years ended December 31, 2007 and 2006, as filed with theSEC.  These amounts reflect ouraccounting expense for these awards, and do not correspond to the actual valuethat may or will be recognized by the directors. As of December 31, 2007, theaggregate number of stock awards outstanding for each independent director was:8,984 for Mrs. Evans, Mr. Lichtenberger and Mr. Shoemaker who elected toreceive their stock awards in restricted stock; and 10,280 for Messrs.Archibald, Michaelson and Reaud who elected to receive their stock awards inrestricted stock units.

 

(3)        Thiscolumn represents the dollar amount recognized for financial statementreporting purposes with respect to the 2007 fiscal year for the fair value of50,000 stock options previously granted to each independent director in 2005 atan exercise price per share of $19.25. The stock options vest ratably in three equal annual installmentsbeginning on the first anniversary of the grant date.  For purposes of the stock options, the fairvalue was estimated using the Black-Scholes valuation model in accordance withSFAS 123R.  As of December 31, 2007, theaggregate number of nonqualified option awards outstanding for each independentdirector was 16,667.

 

(4)        Theamount reflected for each independent director includes $3,594 dividendearnings accrual on restricted stock-based awards.

 

(5)        Mr.Jon M. Huntsman retired from his position as Chief Executive Officer onDecember 1, 2001.  Through May 2002, wepaid the premiums on various life insurance policies for Mr. Huntsman.  These policies have been liquidated, and thecash values have been paid to Mr. Huntsman. Mr. Huntsman is indebted to us in the amount of approximately $1.4million, which represents the insurance premiums paid on his behalf through May2002.  The amount paid to Mr. Huntsmanconsists of $950,000 for consulting fees, $400,000 for personal companyaircraft use and $177,539 for related tax gross-ups, $6,432 for personalcompany car use, and $9,300 in accumulated per diem amounts.

 

26

----

 

(6)        Messrs.Matlin and Pechock resigned from the Board in August 2007.

 

The Board believes thatcompensation for independent directors should be competitive and should fairlycompensate directors for the time and skills devoted to serving us but shouldnot be so great as to compromise independence. With the assistance of outsideCompensation Consultants, the Compensation Committee periodically reviews ourdirector compensation practices and compares them against the practices of aselected peer group of companies as well as against the practices of publiccompany boards generally.

 

Effective January 1, 2007,our Board approved a new compensation structure for our independent directors.During 2007, independent directors received an annual cash retainer of $120,000(paid in quarterly installments) and an annual restricted stock-based awardwith a value of $120,000 on the grant date. The annual restricted stock-basedawards vest in three equal annual installments beginning on the first anniversaryof the grant date. Each member of the Audit Committee received an additionalannual cash retainer of $20,000, and each member of the Compensation and theGovernance committees received an additional annual cash retainer of $10,000.The chairperson of the Audit Committee received an annual cash retainer of$25,000, and the chairpersons of the Compensation and the Governance committeeseach received annual cash retainers of $10,000, in each case in addition to theretainers received for being members of these committees.

 

In connection with the newcompensation structure, we adopted the Huntsman Outside Directors ElectiveDeferral Plan. This is an unfunded nonqualified plan established primarily forthe purpose of providing our independent directors with the ability to deferthe receipt of director fees. Benefits under the plan are payable in cash in alump sum or in installments beginning 30 days after the director ceases tobe a member of our Board.

 

Directors who are notindependent do not receive annual fees. All of our directors are reimbursed forreasonable out-of-pocket expenses incurred in attending meetings of our Boardor its committees and for other reasonable expenses related to the performanceof their duties as directors. In the case of Jon M. Huntsman, this includes aper diem amount of $100 for each day that he travels on Company business.

 

The Board believes that ourtotal director compensation package is competitive with the compensationoffered by other companies and is fair and appropriate in light of theresponsibilities and obligations of our independent directors.

 

**COMPENSATION COMMITTEE INTERLOCKS AND INSIDERPARTICIPATION**

** **

The current members of ourBoard’s Compensation Committee are Wayne A. Reaud (Chair), Nolan D. Archibaldand Alvin V. Shoemaker. None of the members of the Compensation Committee hasat any time been an officer or employee of ours and none of our executiveofficers serve as a member of the board of directors or compensation committeeof any entity that has one or more executive officers serving as a member ofthe Board or Compensation Committee.

 

27

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**ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

 

**EQUITY COMPENSATION PLAN INFORMATION**

** **

**Equity Compensation PlanInformation for Fiscal 2007**

** **

The Huntsman Corporation StockIncentive Plan allows for the issue of 21,590,909 shares of common stock, parvalue $0.01 per share of Huntsman Corporation, to employees and consultants ofthe Company and its subsidiaries and to members of the board of directors ofthe Company. The following table outlines securities authorized for issuanceunder our shareholder approved equity plan as of December 31, 2007.

 
| **Plan Category**                                      | ** ** | **Securities to be issued upon  exercise of outstanding  options, warrants and rights** | ** ** | **Weighted-average exercise  price of outstanding options,  warrants and rights(1)** | ** ** | **Securities remaining available  for future issuance under  equity compensation plans** | ** ** |
|-------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(#)**                                                                                                                              | ** ** | **($ )**                                                                                                      | ** ** | **(#)**                                                                                                                     | ** ** |
| Equity compensation plans approved by  security holders     |       | 6,502,654                                                                                                                            |       | $                                                                                                                  | 21.32      |                                                                                                                        | 15,307,002 |   |
| Equity compensation plans not approved by  security holders |       | —                                                                                                                               |       | —                                                                                                             |       | —                                                                                                                      |       |
|                                                             |            |                                                                                                                                      |            |                                                                                                                    |            |                                                                                                                             |            |  |

 

----

(1)           Restrictedshares are not taken into account when calculating the weighted-averageexercise price.

28

----

 

**SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL HOLDERS**

 

The following table presents informationregarding beneficial ownership of our common stock as of April 18, 2008by:

 

·                  each person who we know ownsbeneficially more than 5% of our common stock;

 

·                  each of our directors;

 

·                  our chief executive officer, chieffinancial officer and each of our three other most highly compensated executiveofficers in 2007; and

 

·                  all of our executive officers anddirectors as a group.

 

Under theregulations of the SEC, shares are deemed to be “beneficially owned” by aperson if the person directly or indirectly has or shares the power to vote ordispose of the shares, whether or not the person has any pecuniary interest inthe shares, or if the person has the right to acquire the power to vote ordispose of the shares, including any right to acquire through the exercise ofany option, warrant or right.

 
| ** **                                                                                                                                                                          | ** ** | **Beneficial Ownership(****1)** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|
| **Name of Beneficial Owner**                                                                                                                                         | ** ** | **Shares**                           | ** ** | **Percent(****2)** | ** ** |
| HMP Equity Trust(3)                                                                                                                                                                 |       | 47,835,325                           |       | 20.4 | % |
| Huntsman Family Holdings Company LLC(3)                                                                                                                                             |       | 47,835,325                           |       | 20.4 | % |
| MatlinPatterson Global Opportunities  Partners L.P., MatlinPatterson Global Opportunities Partners B, L.P. and  MatlinPatterson Global Opportunities Partners (Bermuda) L.P(3), (4) |       | 47,835,325                           |       | 20.4 | % |
| The Jon and Karen Huntsman Foundation                                                                                                                                               |       | 21,782,000                           |       | 9.3 | % |
| D. E. Shaw & Co., L.P. (5)                                                                                                                                                 |       | 19,612,470                           |       | 8.4 | % |
| Michael A. Roth and Brian J. Stark(6)                                                                                                                                               |       | 16,316,786                           |       | 7.0 | % |
| Jon M. Huntsman (3), (7)                                                                                                                                                            |       | 70,236,925                           |       | 30.0 | % |
| Nolan D. Archibald(8)                                                                                                                                                               |       | 58,055                               |       |   | * |
| Marsha J. Evans(8)                                                                                                                                                                  |       | 64,082                               |       |   | * |
| Peter R. Huntsman(3), (8), (9)                                                                                                                                                      |       | 49,431,207                           |       | 21.0 | % |
| H. William Lichtenberger(8)                                                                                                                                                         |       | 73,613                               |       |   | * |
| Richard A. Michaelson(8)                                                                                                                                                            |       | 42,055                               |       |   | * |
| Wayne E. Reaud(8)                                                                                                                                                                   |       | 316,855                              |       |   | * |
| Alvin V. Shoemaker(8)                                                                                                                                                               |       | 54,082                               |       |   | * |
| J. Kimo Esplin(8)                                                                                                                                                                   |       | 475,980                              |       |   | * |
| Samuel D. Scruggs(8)                                                                                                                                                                |       | 482,065                              |       |   | * |
| Anthony P. Hankins(8)                                                                                                                                                               |       | 297,982                              |       |   | * |
| Paul G. Hulme(8)                                                                                                                                                                    |       | 285,400                              |       |   | * |
| All directors and executive officers as a  group (19 persons) (3), (7), (8)                                                                                                         |       | 75,120,109                           |       | 31.7 | % |

 

----

*                 Lessthan 1%

 

29

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(1)          Unless otherwise indicated, the address ofeach beneficial owner is c/o Huntsman Corporation, 500 Huntsman Way, Salt LakeCity, Utah 84108 and such beneficial owner has sole voting and dispositivepower over such shares.

 

(2)          Based upon an aggregate of 234,462,747 sharesof common stock outstanding on April 18, 2008.

 

(3)          The beneficiaries of HMP Equity Trust areHuntsman Family Holdings Company LLC (“Huntsman Family Holdings”) andMatlinPatterson. Huntsman Family Holdings is controlled by Jon M. Huntsman.MatlinPatterson is controlled by David J. Matlin and Mark R. Patterson throughMatlinPatterson Global Advisers LLC, MatlinPatterson Asset Management LLC,MatlinPatterson Global Partners LLC and MatlinPatterson LLC. Jon M. Huntsman,Peter R. Huntsman, Christopher R. Pechock and David J. Matlin share votingcontrol of the shares of our common stock held by HMP Equity Trust.Specifically, Jon M. Huntsman and Peter R. Huntsman control the voting of theshares of our common stock held by HMP Equity Trust, provided however, that theshares will not be voted in favor of certain fundamental corporate actionswithout the consent of MatlinPatterson, through its representatives David J.Matlin and Christopher R. Pechock. Huntsman Family Holdings has investmentpower over the portion of the shares owned by HMP Equity Trust that arecurrently allocated to Huntsman Family Holdings’ beneficial interest in HMPEquity Trust. MatlinPatterson has investment power over the portion of theshares owned by HMP Equity Trust that are currently allocated toMatlinPatterson’s beneficial interest in HMP Equity Trust. Huntsman FamilyHoldings, Jon M. Huntsman and Peter R. Huntsman disclaim beneficial ownershipof all of the shares owned by HMP Equity Trust that are currently allocated toMatlinPatterson’s beneficial interest in HMP Equity Trust. David J. Matlin,Mark R. Patterson, Christopher R. Pechock and MatlinPatterson disclaimbeneficial ownership of all of the shares owned by HMP Equity Trust that arecurrently allocated to Huntsman Family Holdings’ beneficial interest in HMPEquity Trust. David J. Matlin and Christopher R. Pechock served on our Board ofDirectors from October 2004 until their resignation on August 8,2007.

 

(4)          The address of each of these beneficial owners is c/o MatlinPattersonGlobal Advisers LLC, 520 Madison Avenue, New York, New York 10022.

 

(5)          As reported in a Schedule 13G filed with the SEC on February 14,2008, as of December 31, 2007, by D. E. Shaw Valence Portfolios, L.L.C.,D. E. Shaw & Co., L.P. and David E. Shaw. These shares consist of (i) 15,687,596shares in the name of D.E. Shaw Valence Portfolios, L.L.C., (ii) 3,923,293shares held in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 1,581shares in the name of D. E. Shaw Synoptic Portfolios 2, L.L.C. In the Schedule13G, it was reported that by virtue of David E. Shaw’s position as Presidentand sole shareholder of D. E. Shaw & Co., Inc., which is thegeneral partner of D. E. Shaw & Co., L.P., which in turn is themanaging member and investment advisor of D. E. Shaw Valence Portfolios, L.L.C.and investment adviser of D.E. Shaw Oculus Portfolios, L.L.C. and D.E. ShawSynoptic Portfolios 2, L.L.C. and by virtue of David. E. Shaw’s position asPresident and sole shareholder of D. E. Shaw & Co. II, Inc.,which is the managing member of D. E. Shaw & Co., L.L.C., which inturn is the managing member of D. E. Shaw Oculus Portfolios, L.L.C. and D. E.Shaw Synoptic Portfolios 2, L.L.C., David E. Shaw may be deemed to have theshared power to vote or direct the vote of, and the shared power to dispose ordirect the disposition of, the 19,612,470 shares as described above and,therefore, David. E. Shaw may be deemed to be the beneficial owner of suchshares. In the Schedule 13G, David E. Shaw disclaims beneficial ownership ofsuch 19,612,470 shares. The address of D. E. Shaw & Co., L.P., D. E.Shaw Valence Portfolios, L.L.C. and David E. Shaw is 120 W. 45th  Street, Tower 45, 39th  Floor, New York, New York 10036.

 

(6)          As reported in a Schedule 13G filed with the SEC on February 14,2008, as of December 31, 2007, these beneficial owners had shared votingand dispositive power over 16,316,786 shares and no sole voting or dispositivepower. The address of these beneficial owners is 3600 South Lake Drive, St.Francis, Wisconsin 53235.

 

(7)          Jon M. Huntsman may be deemed to be the beneficial owner of (i) 596,700shares held by Huntsman Financial Corporation, by virtue of being the soleshareholder of Huntsman Financial Corporation, (ii) 22,900 shares held bythe Karen H. Huntsman Inheritance Trust, by virtue of being the spouse of thetrustee of such trust, and (iii) the 21,782,000 shares which hecontributed to The Jon and Karen Huntsman Foundation in the contribution on June 25,2007, by virtue of having the right to appoint all trustees on the Board ofTrustees of the Huntsman Foundation and the right to remove any such trusteeswith or without cause or for any reason. Jon M. Huntsman expressly disclaimsbeneficial ownership of any shares held by the Karen H. Huntsman InheritanceTrust or the Jon and Karen Huntsman Foundation.

 

(8)          Includes shares that may be acquired throughthe exercise of stock units or stock options granted pursuant to our stockincentive plan that are exercisable within 60 days of April 18, 2008, asfollows: Nolan D. Archibald—38,055; Marsha J. Evans—33,333; H. WilliamLichtenberger—33,333; Richard A. Michaelson—38,055; Wayne E. Reaud—38,055;Alvin V. Shoemaker—33,333; Peter R. Huntsman—859,624; J. Kimo Esplin—256,808;Samuel D. Scruggs—256,808; Anthony P. Hankins—217,078; Paul G. Hulme—208,990;and all executive officers and directors as a group—2,834,127.

 

(9)          Peter R. Huntsman may be deemed to be thebeneficial owner of 12,000 shares held by his spouse as Uniform Gifts to MinorsAct custodian for each of six of Mr. Huntsman’s children. Peter R.Huntsman expressly disclaims beneficial ownership of any such shares.

 

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**ITEM 13.  CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

**CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

**AircraftSublease and Time-Sharing Agreements**

 

Pursuant to an agreement entered into in2001, our subsidiary Airstar Corporation (“Airstar”) subleases a GulfstreamIV-SP Aircraft (the “Aircraft”) from Jstar Corporation (“Jstar”), a corporationwholly owned by Jon M. Huntsman. Monthly sublease payments from Airstar toJstar are in the approximate amount of $195,000. These monthly subleasepayments are used to fund financing costs paid by Jstar to a leasing company.An unrelated third party pays $2 million per year to our subsidiary forsuch third-party’s part-time use of the Aircraft (or an alternate owned by usif the Aircraft is unavailable), subject to an annual adjustment, which webelieve to be at least fair market value for the number of flight hours used bysuch third party. We bear all other costs of operating the Aircraft. Inaccordance with our Aircraft Use Policy, we have entered into aircrafttime-sharing agreements with certain members of the Huntsman family, pursuantto which these persons pay for the costs of their personal use of the Aircraft.

 

**ConsultingAgreement with Jon M. Huntsman**

 

We entered into an agreement with Jon M.Huntsman on June 3, 2003, pursuant to which Mr. Huntsman providesconsulting services to us at our request. Mr. Huntsman, who is theChairman of the Board of our Company but is not our employee, provides adviceand other business consulting services at our request regarding our products,customers, commercial and development strategies, financial affairs, andadministrative matters based upon his experience and knowledge of our business,the industry, and the markets within which we compete. Mr. Huntsman’sservices are utilized both with respect to the conduct of our business in theordinary course and with respect to strategic development and specificprojects. Under the terms of the agreement, which renews automatically forsuccessive one-year terms and which may be terminated by either party at any time,Mr. Huntsman receives $950,000 annually in exchange for his services. Forinformation regarding other compensation arrangements between Mr. Huntsmanand us, please see “Compensation Discussion and Analysis—Aircraft Use Policy,”and the “Director Compensation Table” above.

 

**Salt LakeCity Office Building**

 

We have agreed with the Jon and KarenHuntsman Foundation, a private charitable foundation established by Jon M. andKaren H. Huntsman to further the charitable interests of the Huntsman family,that we will donate our Salt Lake City office building and our option toacquire an adjacent undeveloped parcel of land to the foundation free of debt.We have agreed to complete this donation on the earlier of November 30,2009 or the date on which we occupy less than 20% of the two main floors of theSalt Lake City office building. Under certain circumstances, after we make thisdonation we will have the right, but not the obligation, to lease space in theSalt Lake City office building from the foundation. As of December 31,2007, our Salt Lake City office building had a net book value of approximately$9.96 million.

 

**OtherTransactions with the Huntsman Family**

 

The following table shows the compensation inexcess of $120,000 paid to members of the Huntsman family (other than Peter R.Huntsman, whose compensation is included in the “Summary Compensation Table”under the heading “Executive Compensation,” above) for services as officers oremployees of ours in the fiscal year ended December 31, 2007.

 
| **Name**              | ** ** | **Salary** | ** ** | **Bonus** | ** ** | **Other Compensation** | ** ** |
|-----------------------|------------|------------|------------|-----------|------------|-----------------------------|------------|
| David S. Parkin(1)(2) |       | $          | 263,600    |      | $          | 88,400                      |       | $ | 22,575 | (3) |
|                       |            |            |            |           |            |                             |            |  |  |  |

 

----

(1)          David S. Parkin is ason-in-law of Jon M. Huntsman and a brother-in-law of Peter R. Huntsman.

 

(2)          OnFebruary 20, 2007, as part of our annual equity award grant, we granted to Mr.Parkin 7,991 shares of restricted stock and options to purchase 33,199 sharesof our common stock.

 

(3)         Consists of $1,779 for personal company caruse, $14,103 for health and welfare, and $6,693 dividend earnings accrued onrestricted stock awards.

 

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**RBF PortNeches LLC**

 

In February 2007, our Audit Committeeauthorized us to enter into several related agreements with RBF Port NechesLLC, a newly-formed company organized to develop and manufacture biodiesel. Webelieve that an affiliate of MatlinPatterson contributed approximately $20 million to RBF in exchangefor approximately 60% of its equity interests.

 

We have agreed to lease to RBF two parcels of land of approximately12.8 acres and 17 acres, in each case located adjacent to our Port Neches,Texas facilities for an initial term of 15 years, and continuing year to yearthereafter unless terminated by either party upon three years’ prior notice.RBF is currently constructing on the leased parcels a biodiesel facilitycapable of manufacturing approximately 180 million gallons of biodieselannually. The leases will require annual lease payments of approximately$65,000 for the 12.8 acre parcel and $85,000 for the 17 acre parcel. RBF willown and be responsible for the design and construction of the biodieselfacility. We will own all ancillary facilities necessary to deliver utilitiesand raw materials to the biodiesel facility.

 

Once the facility is operational, currently expected to be in August 2008,we will provide the manufacturing and operating services RBF requires, exceptthat it will maintain responsibility for its order processing and producttransportation. We have agreed to provide all utilities to the facility,including steam and condensate, electricity, wastewater disposal, water, airand nitrogen, and have agreed to manufacture biodiesel at the facility, on a “cost-plus”basis. We have agreed to supply methanol and caustic soda to the facility tothe extent we continue to use and have available these raw materials at ouradjacent plant. RBF will be responsible for procuring and supplying all otherraw materials required. In addition, RBF granted us an exclusive option(expiring on August 6, 2008), and thereafter a continuing right of firstrefusal (except under certain circumstances), to purchase all of the glycerinproduced as a by-product at the facility.

 

**RegistrationRights Agreements**

 

In connection with a reorganization transaction we consummated upon thecompletion of our initial public offering, we entered into a registrationrights agreement with Huntsman Family Holdings and MatlinPatterson pursuant towhich they have demand and piggyback registration rights for the shares of ourcommon stock controlled by them. The agreement also provides that we will paythe costs and expenses, other than underwriting discounts and commissions,related to the registration and sale of shares of our common stock that areregistered pursuant to the agreement. The agreement contains customaryregistration procedures and indemnification and contribution provisions for thebenefit of Huntsman Family Holdings, MatlinPatterson and us. In addition, allof our stockholders who received shares of our common stock in theReorganization Transaction, including certain of our directors, executiveofficers and other key officers, have the right to include their shares incertain registrations. Our Chairman, Jon M. Huntsman, and our Chief ExecutiveOfficer and director, Peter R. Huntsman, are affiliates of Huntsman FamilyHoldings, and our directors David J. Matlin and Christopher R. Pechock areaffiliates of MatlinPatterson. In addition, our executive officers J. KimoEsplin, L. Russell Healy and Samuel D. Scruggs, are parties to the registrationrights agreement. David S. Parkin, who is a son-in-law of Jon M.Huntsman and a brother-in-law of Peter R. Huntsman, is also a party to theregistration rights agreement.

 

**IndemnificationAgreements**

 

We entered into indemnification agreements with our directors andofficers, including each of our named executive officers, in connection withthe completion of our initial public offering. Pursuant to these agreements, weagree to provide customary indemnification to our officers and directorsagainst expenses incurred by such persons in connection with their service asdirectors or officers (as applicable) or in connection with their service atour request as directors, officers, trustees, employees or agents of otherentities.

 

**BoardIndependence**

 

It is important to our Company for investorsto have confidence that the individuals serving as independent directors on ourBoard do not have a relationship with us that would impair their independence.Under the NYSE corporate governance rules, our Board must have a majority ofindependent directors. For a director to qualify as independent, our Board mustaffirmatively determine that the director has no material relationship with ourCompany,

 

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either directly or as a partner, shareholder or officer of anorganization that has a relationship with our Company. To assist it in makingindependence determinations, our Board has adopted independence definitions andstandards which can be found on our website at www.huntsman.com. Under thesestandards, a director is not independent if:

 

·                  The director is, or has been withinthe last three years, an employee of our Company or an employee of any of oursubsidiaries, or an immediate family member is, or has been within the last threeyears, an executive officer of our Company.

 

·                  The director has received, or has animmediate family member who has received, during any twelve-month period withinthe last three years, more than $100,000 in direct compensation from us (otherthan director and committee fees and pension or other forms of deferredcompensation for prior service, which compensation is not contingent uponcontinued service). Compensation received by an immediate family member forservice as an employee (other than an executive officer) of ours is notconsidered for purposes of this standard.

 

·                  (i) The director or an immediatefamily member is a current partner of a firm that is our internal or externalauditor; (ii) the director is a current employee of such a firm; (iii) thedirector has an immediate family member who is a current employee of such afirm and who participates in the firm’s audit, assurance or tax compliance (butnot tax planning) practice; or (iv) the director or an immediate familymember was within the last three years (but is no longer) a partner or employeeof such a firm and personally worked on our audit within that time.

 

·                  The director or an immediate familymember is, or has been within the last three years, employed as an executiveofficer of another company where any of our present executive officers at thesame time serves or served on that company’s compensation committee.

 

·                  The director is a current employee,or an immediate family member is a current executive officer, of a company thathas made payments to, or received payments from, us for property or services inan amount which, in any of the last three fiscal years, exceeds the greater of$1 million or 2% of such other company’s consolidated gross revenues.

 

·                  The director is an executive officerof any charitable or non-profit organization to which we have made, within thepreceding three years, contributions in any single fiscal year that exceededthe greater of $1 million, or 2% of such charitable or non-profit organization’sconsolidated gross revenues.

 

On the basis of these standards, our Boardhas determined that Ms. Evans and Messrs. Archibald, Lichtenberger,Michaelson, Reaud and Shoemaker, who constitute a majority of our tendirectors, are independent. The six independent directors comprise in full themembership of each standing Board committee on which they serve. In making thisdetermination, the Board considered that Mr. Reaud is a former partner ofReaud, Morgan & Quinn, a law firm to which we pay an annual retainerof $200,000 for legal services.

 

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**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

**FeesBilled by Deloitte & Touche**

 

The following table shows the aggregate feesbilled by Deloitte & Touche, the member firms of Deloitte ToucheTohmatsu and their respective affiliates in each of the last two fiscal yearsfor the services indicated (dollars in millions):

 
| ** **         | ** ** | **2007** | ** ** | **2006** | ** ** |
|--------------------|------------|----------|------------|----------|------------|
| Audit Fees         |       | $        | 13.4       |     | $          | 17.0 |   |
| Audit-Related Fees |       | 0.3      |       | 1.7      |       |
| Tax Fees           |       | 4.0      |       | 4.9      |       |
| All Other Fees     |       | —   |       | —   |       |
| Total              |       | $        | 17.7       |     | $          | 23.6 |   |

 

*Audit Fees*.  Fees for audit services include feesassociated with annual integrated audits, reviews of annual reports on Form 10-Kand quarterly reports on Form 10-Q, statutory audits requiredinternationally, services related to comfort letters and consents andassistance with other filings and public offering documents filed with the SEC.

 

*Audit-Related Fees*.  Fees for audit-relatedservices principally include due diligence in connection with acquisitions andrelated accounting consultations, compliance with financing arrangements andattest services that were not required by statute or regulation.

 

*Tax Fees*.  Fees for tax services include tax compliance,tax advice and tax planning including, but not limited to, international taxcompliance and advice, federal and state tax advice, mergers and acquisitionstax advice and assistance with the preparation of foreign tax returns(including expatriate tax return preparation).

 

*All Other Fees*.  All other fees include fees for services notincluded in audit fees, audit-related fees and tax fees.

 

**AuditCommittee Pre-Approval Policies and Procedures**

 

The Audit Committee has, by resolution,adopted policies and procedures regarding the pre-approval of the performanceby Deloitte & Touche of certain audit and non-audit services. Deloitte &Touche may not perform any service enumerated in Section 201(a) ofthe Sarbanes-Oxley Act of 2002, except as may otherwise be provided by law orregulation. Deloitte & Touche may not perform any service unless theapproval of the Audit Committee is obtained prior to the performance of theservices, except as may otherwise be provided by law or regulation. The AuditCommittee has pre-approved, by category, the performance by Deloitte &Touche of certain audit and accounting services, certain tax services, and,provided that fees do not exceed $250,000 per individual project, certain othertax services and audit-related services. The Audit Committee has delegated tothe committee chairperson the power to pre-approve services beyond thosepreviously described, provided that no services may be approved that areprohibited pursuant to Section 201(a) of the Sarbanes-Oxley Act of2002 or that appear reasonably likely to compromise the independence ofDeloitte & Touche. Any pre-approval granted by the chairperson isreviewed by the Audit Committee at its next regularly scheduled meeting. Inaddition, the Audit Committee receives an annual report detailing the prioryear’s expenditures consistent with the SEC’s accountant fee disclosurerequirements.

 

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**PART IV**

 

**ITEM 15.  EXHIBITS AND FINANCIAL STATEMENTSCHEDULES**

 
| (a)        | Documents filed with this report. |
|------------|-----------------------------------|
| ** ** | ** **                        | ** ** |
| ** ** | 1.                                | Consolidated Financial Statements:   None. |
| ** ** | ** **                        | ** ** |
| ** ** | 2.                                | Financial Statement Schedules:   None. |
| ** ** | ** **                        | ** ** |
| ** ** | 3.                                | Exhibits:  The exhibits to this report are  listed on the Exhibit Index below. |
| ** ** | ** **                        | ** ** |
| (b)        | Description of exhibits.          |

 

**Exhibit Index**

 
| **Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1        |       | Underwriting  Agreement, dated as of August 2, 2007, by and among the Company,  MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global  Opportunities Partners B, L.P., MatlinPatterson Global Opportunities Partners  (Bermuda) L.P. and Credit Suisse Securities (USA) LLC (incorporated by  reference to Exhibit 1.1 to our current report on Form 8-K filed on  August 6, 2007)                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 2.1        |       | Asset  Purchase Agreement, dated February 15, 2007 among Flint Hills Resources,  LLC, Huntsman International LLC, Huntsman Petrochemical Corporation, Huntsman  International Chemicals Corporation, Huntsman Polymers Holdings Corporation,  Huntsman Expandable Polymers Company, LLC, Huntsman Polymers Corp. and  Huntsman Chemical Company of Canada, Inc. (incorporated by reference to  Exhibit 2.1 to our current report on Form 8-K filed on  February 20, 2007)                                       |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 2.2        |       | Amended and  Restated Asset Purchase Agreement dated June 22, 2007 among Flint Hills  Resources, LP, Flint Hills Resources, LLC, Huntsman International LLC,  Huntsman Petrochemical Corporation, Huntsman International Chemicals  Corporation, Huntsman Polymers Holdings Corporation, Huntsman Expandable  Polymers Company, LC, Huntsman Polymers Corp. and Huntsman Chemical Company  of Canada, Inc. (incorporated by reference to Exhibit 2.1 to our  current report on Form 8-K filed on June 25, 2007) |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 2.3        |       | Agreement  and Plan of Merger, dated as of June 26, 2007, among the Company, Basell  AF and BI Acquisition Holdings Limited (incorporated by reference to  Exhibit 2.1 to our current report on Form 8-K filed on  June 27, 2007)                                                                                                                                                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 2.4        |       | Agreement  and Plan of Merger, dated as of July 12, 2007, among the Company, Hexion  Specialty Chemicals, Inc. and Nimbus Merger Sub Inc. (incorporated by  reference to Exhibit 2.1 to our current report on Form 8-K filed on  July 13, 2007)                                                                                                                                                                                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.1        |       | Amended and  Restated Certificate of Incorporation of the Company (incorporated by  reference to Exhibit 3.1 to our registration statement on Form S-1  (File No. 333-120749))                                                                                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.2        |       | Certificate  of Designations, Preferences and Rights of 5% Mandatory Convertible Preferred  Stock (incorporated by reference to Exhibit 3.01 to our current report  on Form 8-K filed February 16, 2005)                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.3        |       | Amended and  Restated Bylaws of the Company (incorporated be reference to Exhibit 3.2  to our current report on Form 8-K filed November 6, 2007)                                                                                                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.1        |       | Indenture,  dated as of September 30, 2003, among Huntsman LLC, the Guarantors party  thereto and HSBC Bank USA, as Trustee, relating to the 11 5 / 8% Senior  Secured Notes due 2010 (incorporated by reference to Exhibit 4.36 to the  registration statement on Form S-4 of Huntsman LLC (File  No. 333-112279))                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.2        |       | Form of  Unrestricted 11 5 / 8% Senior Secured Note due 2010 (included as  Exhibit A-2 to Exhibit 4.1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.3        |       | Form of  Guarantee relating to the 11 5 / 8% Senior Secured Notes due 2010 (included  as Exhibit E to Exhibit 4.1)                                                                                                                                                                                                                                                                                                                                                                                                        |

 

35

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| 4.4    |   | Indenture,  dated as of June 22, 2004, among Huntsman LLC, the Guarantors party  thereto and HSBC Bank USA, as Trustee, relating to the 11 1 / 2% Senior Notes  due 2012 and Senior Floating Rate Notes due 2011 (incorporated by reference  to Exhibit 4.1 to the quarterly report on Form 10-Q of Huntsman LLC  for the three months ended June 30, 2004)                                                                                                                                                                                                                                                                                                       |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.5    |   | Form of  Restricted Fixed Rate Note due 2012 (included as Exhibit A-1 to  Exhibit 4.4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.6    |   | Form of  Restricted Floating Rate Note due 2011 (included as Exhibit A-2 to  Exhibit 4.4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.7    |   | Form of  Guarantee relating to the 11 1 / 2% Senior Notes due 2012 and Senior Floating  Rate Notes due 2011 (included as Exhibit E to Exhibit 4.4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.8    |   | Indenture,  dated as of December 17, 2004, among Huntsman International LLC, as  Issuer, the Guarantors named therein and Wells Fargo Bank, National  Association, as Trustee, relating to the 7 3 / 8% Senior Subordinated Notes  due 2015 and the 7 1 / 2% Senior Subordinated Notes due 2015 (incorporated by  reference to Exhibit 4.1 to the current report on Form 8-K of  Huntsman International LLC filed December 23, 2004)                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.9    |   | Form of  Restricted 7 3 / 8% Senior Subordinated Note denominated in dollars due 2015  (included as Exhibit A-1 to Exhibit 4.8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.10   |   | Form of  Restricted 7 1 / 2% Senior Subordinated Note denominated in euros due 2015  (included as Exhibit A-2 to Exhibit 4.8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.11   |   | Form of  Unrestricted 7 3 / 8% Senior Subordinated Note denominated in dollars due  2015 (included as Exhibit A-3 to Exhibit 4.8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12   |   | Form of  Unrestricted 7 1 / 2% Senior Subordinated Note denominated in euros due 2015  (included as Exhibit A-4 to Exhibit 4.8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.13   |   | Form of  Guarantee (included as Exhibit E to Exhibit 4.8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.14   |   | Registration  Rights Agreement dated as of February 10, 2005 by and among the Company  and the stockholders signatory thereto (incorporated by reference to  Exhibit 10.1 to our current report on Form 8-K filed  February 16, 2005)                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15   |   | Form of  stock certificate of Huntsman Corporation (incorporated by reference to  Exhibit A to Exhibit 3.01 to our registration statement on  Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.16   |   | Form of  mandatory convertible preferred stock certificate of Huntsman Corporation  (incorporated by reference to Exhibit A to Exhibit 3.01 to our  current report on Form 8-K filed February 16, 2005)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.17   |   | Supplemental  Indenture, dated as of July 11, 2005, among Huntsman LLC, the Guarantors  named therein and HSBC Bank USA, National Association, as Trustee, relating  to the 11 1 / 2% Huntsman LLC Senior Notes due 2012 and Huntsman LLC Senior  Floating Rate Notes due 2011 (incorporated by reference to Exhibit 4.1  to the current report on Form 8-K of Huntsman LLC filed July 15,  2005)                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.18   |   | Supplemental  Indenture, dated as of July 13, 2005 among Huntsman LLC, the Guarantors  named therein and HSBC Bank USA, National Association, as Trustee, relating  to the 11 5 / 8% Huntsman LLC Senior Secured Notes due 2010 (incorporated by  reference to Exhibit 4.2 to the current report on Form 8-K of  Huntsman LLC filed July 15, 2005)                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.19   |   | Supplemental  Indenture dated August 16, 2005 to Indenture dated as December 17,  2004 by and among Huntsman International LLC, the guarantors named  therein, and Wells Fargo Bank, National Association (as successor by  consolidation to Wells Fargo Bank Minnesota, National Association), as  trustee, relating to Huntsman International LLC’s dollar denominated 7  (3) / 8% Senior Subordinated Notes due 2015 and euro denominated 7  (1) / 2% Senior Subordinated Notes due 2015 (incorporated by reference to  Exhibit 4.4 to Huntsman International LLC’s current report on  Form 8-K filed August 22, 2005) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.20   |   | Supplemental  Indenture dated August 16, 2005, to Indenture dated as of  September 30, 2003 by and among Huntsman International LLC (as successor  to Huntsman LLC), the guarantors named therein, and HSBC Bank USA, National  Association, as trustee, relating to Huntsman International LLC’s 11 5 / 8%  Senior Secured Notes due 2010, originally issued by Huntsman LLC  (incorporated by reference to Exhibit 4.7 to Huntsman International  LLC’s current report on Form 8-K filed August 22, 2005)                                                                                                                                        |

 

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| 4.21   |   | Supplemental  Indenture dated August 16, 2005, to Indenture dated as of June 22,  2004 by and among Huntsman International LLC (as successor to Huntsman LLC),  the guarantors named therein, and HSBC Bank USA, National Association, as  trustee, relating to Huntsman International LLC’s 11 1 / 2% Senior Notes due  2012 and Senior Floating Rate Notes due 2011, originally issued by Huntsman  LLC (incorporated by reference at Exhibit 4.10 to Huntsman International  LLC’s current report on Form 8-K filed August 22, 2005) |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.22   |   | Form of  Restricted Stock Agreement for Outside Directors, effective for grants prior  to February 6, 2008 (incorporated by reference to Exhibit 4.7 of  our registration statement on Form S-8 filed February 10, 2006  (File No. 333-131729))                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.23   |   | Form of  Restricted Stock Unit Agreement for Outside Directors effective for grants  prior to February 6, 2008 (incorporated by reference to Exhibit 4.8  of our registration statement on Form S-8 filed February 10, 2006  (File No. 333-131729))                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.24   |   | Indenture,  dated as of November 13, 2006, among Huntsman International LLC, as  Issuer, the Guarantors party thereto, and Wells Fargo Bank, National  Association, as Trustee, relating to the $200,000,000 7 7 / 8% Senior  Subordinated Notes due 2014 and the €400,000,000 6 7 / 8 Senior Subordinated  Notes due 2013 (incorporated by reference to Exhibit 4.1 to our  quarterly report on Form 10-Q for the three months ended  September 30, 2006, filed on November 14, 2006)                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.25   |   | Form of  Restricted 7 7 / 8% Senior Subordinated Note denominated in dollars due 2014  (included as Exhibit A-1 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.26   |   | Form of  Restricted 6 7 / 8% Senior Subordinated Note denominated in euros due 2013  (included as Exhibit A-2 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.27   |   | Form of  Unrestricted 7 7 / 8% Senior Subordinated Note denominated in dollars due  2014 (included as Exhibit A-3 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.28   |   | Form of  Unrestricted 6 7 / 8% Senior Subordinated Note denominated in euros due 2013  (included as Exhibit A-4 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.29   |   | Exchange and  Registration Rights Agreement, dated as of November 13, 2006, among  Huntsman International LLC, as Issuer, the Guarantors party thereto, and the  Purchasers as defined therein, relating to $200,000,000 aggregated principal  amount of the 7 7 / 8% Senior Subordinated Notes due 2014 (incorporated by  reference to Exhibit 4.2 to our quarterly report on Form 10-Q for  the three months ended September 30, 2006, filed on November 14,  2006)                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.30   |   | Amended and  Restated Registration Rights Agreement dated July 12, 2007 among the  Company, Huntsman Family Holdings Company LLC, MatlinPatterson Global  Opportunities Partners, L.P., MatlinPatterson Global Opportunities Partners  B, L.P., MatlinPatterson Global Opportunities Partners (Bermuda), L.P. and  the other stockholders party thereto (incorporated by reference to  Exhibit 4.1 to our current report on Form 8-K filed on  July 13, 2007)                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.31   |   | Form of  Restricted Stock Agreement for Outside Directors (incorporated by reference  to Exhibit 4.31 to our annual report on Form 10-K filed on  February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.32   |   | Form of  Restricted Stock Unit Agreement for Outside Directors (incorporated by reference  to Exhibit 4.32 to our annual report on Form 10-K filed on  February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.1   |   | Business  Consulting Agreement, dated as of June 3, 2003, between Huntsman  International LLC and Jon M. Huntsman (incorporated by reference to  Exhibit 10.41 to the registration statement on Form S-4 of Huntsman  International LLC (File No. 333-106482))                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.2   |   | Aircraft Dry  Lease, dated as of September 14, 2001, between Jstar Corporation and  Airstar Corporation (incorporated by reference to Exhibit 10.10 to the registration  statement on Form S-4 of Huntsman LLC (File No. 333-112279))                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.3   |   | Huntsman  Cost Reduction Incentive Plan and Form of Participation Agreement  (incorporated by reference to Exhibit 10.1 to the current report on  Form 8-K of HMP Equity Holdings Corporation filed on November 23,  2004)                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.4   |   | Gift  Agreement by and among Huntsman Group Inc. and the Jon and Karen Huntsman  Foundation (incorporated by reference to Exhibit 10.17 to our  registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                                                                   |

 

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| 10.5   |   | Pledge,  Assignment and Collateral Agency Agreement dated February 16, 2005  between the Company and Citibank, N.A. (incorporated by reference to  Exhibit 10.2 to our current report on Form 8-K filed February 16,  2005)                                                                                                                                                                                                                                              |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.6   |   | Huntsman  Corporation Stock Incentive Plan (incorporated by reference to  Exhibit 10.19 to our registration statement on Form S-1 (File  No. 333-120749))                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.7   |   | Form of  Nonqualified Stock Option Agreement (incorporated by reference to  Exhibit 10.20 to our registration statement on Form S-1 (File  No. 333-120749))                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.8   |   | Form of  Restricted Stock Agreement, effective for grants prior to February 6,  2008 (incorporated by reference to Exhibit 10.21 to our registration  statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.9   |   | Form of  Stock Appreciation Rights Agreement (incorporated by reference to  Exhibit 10.22 to our registration statement on Form S-1 (File  No. 333-120749))                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.10  |   | Form of  Phantom Share Agreement, effective for grants prior to February 6, 2008  (incorporated by reference to Exhibit 10.23 to our registration  statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.11  |   | Form of  Executive Severance Plan (as amended and restated) (incorporated by reference  to Exhibit 10.11 to our annual report on Form 10-K filed on  February 22, 2008)                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.12  |   | Form of  Indemnification Agreement (incorporated by reference to Exhibit 10.25 to  our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.13  |   | Employment  Agreement with Paul Hulme (incorporated by reference to Exhibit 10.24 to  amendment No. 1 to our registration statement on Form S-1 dated  January 6, 2005 (File No. 333-120749))                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.14  |   | Employment  Agreement with Anthony Hankins (incorporated by reference to Exhibit 10.27  to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.15  |   | Huntsman  Supplemental Executive Retirement Plan, as amended through the sixth  amendment, April 21, 2005 (incorporated by reference to  Exhibit 10.1 to our quarterly report on Form 10-Q for the  three-months ended March 31, 2005)                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.16  |   | Credit  Agreement dated August 16, 2005 among Huntsman International LLC,  Deutsche Bank AG New York Branch as Administrative Agent and the other  financial institutions named therein (incorporated by reference to  Exhibit 10.1 to Huntsman International LLC’s current report on  Form 8-K filed August 22, 2005)                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.17  |   | Intercreditor  Agreement dated August 16, 2005 among Deutsche Bank AG New York Branch  as collateral agent and administrative agent under the above referenced  credit agreement, and HSBC Bank USA, National Association as trustee under  the indenture governing Huntsman International LLC’s 11 5 / 8% Senior Secured  Notes (incorporated by reference to Exhibit 10.2 to Huntsman International  LLC’s current report on Form 8-K filed August 22, 2005) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.18  |   | Second  Amendment to Amended and Restated Pooling Agreement, dated August 16,  2005, among Huntsman Receivables France LLC, Huntsman (Europe), BVBA and J.P.  Morgan Bank (incorporated by reference to Exhibit 10.4 to Huntsman  International LLC’s current report on Form 8-K filed on August 22,  2005)                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.19  |   | Fourth  Amendment to 2000-1 Supplement, dated August 16, 2005, among Huntsman  Receivables Finance LLC, Huntsman (Europe), BVBA and J.P. Morgan (Ireland)  Plc (incorporated by reference to Exhibit 10.5 to Huntsman International  LLC’s current report on Form 8-K filed on August 22, 2005)                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.20  |   | Form of  Non-qualified Stock Option Agreement for Outside Directors (incorporated by  reference to Exhibit 10.1 to our current report on Form 8-K filed  November 8, 2005)                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.21  |   | Amended and  Restated Huntsman Supplemental Executive Retirement Plan (incorporated by  reference to Exhibit 10.1 of our current report on Form 8-K filed  December 30, 2005)                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.22  |   | Huntsman  Supplemental Executive Money Purchase Pension Plan (incorporated be reference  to Exhibit 10.2 of our current report on Form 8-K filed  December 30, 2005)                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.23  |   | Amended and  Restated Huntsman Supplemental Savings Plan (incorporated be reference to  Exhibit 10.3 of our current report on Form 8-K filed  December 30, 2005)                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.24  |   | Huntsman  Outside Directors Elective Deferral Plan (incorporated be reference to  Exhibit 10.4 of our current report on Form 8-K filed  December 30, 2005)                                                                                                                                                                                                                                                                                                                    |

 

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| 10.25  |   | Second  Amended and Restated Pooling Agreement, among Huntsman Receivables Finance  LLC, Huntsman (Europe) BVBA and J.P. Morgan Bank (Ireland), as trustee, dated  as of April 18, 2006 (incorporated by reference to Exhibit 10.1 to  our quarterly report on Form 10-Q for the three months ended  March 31, 2006, filed on May 9, 2006)                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.26  |   | Amended and  Restated 2000-1 Supplement to Second Amended and Restated Pooling Agreement,  among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, Jupiter  Securitization Corporation, the several financial institutions party thereto  as funding agents, the Series 2000-1 Conduit Purchasers party thereto,  the several financial institutions party thereto as Series 2000-1 APA  Banks, J.P.Morgan Securities Ltd., JPMorgan Chase Bank, N.A., and J.P.Morgan  (Ireland) plc, as trustee, dated as of April 18, 2006 (incorporated by  reference to Exhibit 10.2 to our quarterly report on Form 10-Q for  the three months ended March 31, 2006, filed on May 9, 2006) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.27  |   | Amended and  Restated Contribution Agreement, between Huntsman International LLC and  Huntsman Receivables Finance LLC, dated as of April 18, 2006  (incorporated by reference to Exhibit 10.3 to our quarterly report on  Form 10-Q for the three months ended March 31, 2006, filed on  May 9, 2006)                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.28  |   | Second  Amended and Restated Servicing Agreement, dated as of April 18, 2006,  among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, the various  affiliates of Huntsman International LLC party thereto as local servicers,  J.P.Morgan Bank (Ireland), as Trustee, PricewaterhouseCoopers LLP, and  Huntsman International LLC (incorporated by reference to Exhibit 10.4 to  our quarterly report on Form 10-Q for the three months ended  March 31, 2006, filed on May 9, 2006)                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.29  |   | Consent and  Second Amendment to Credit Agreement and Amendment to Security Documents,  dated June 30, 2006, by and among Huntsman International LLC, as  Borrower, Deutsche Bank AG New York Branch, as Administrative Agent and  Collateral Agent, and the other financial institutions party thereto  (incorporated by reference to Exhibit 10.1 to our current report on  Form 8-K filed on July 7, 2006)                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.30  |   | Withdrawal  of Originator, dated November 28, 2006, among Huntsman Receivables  Finance LLC, Huntsman (Europe) BVBA, the various affiliates of Huntsman  International LLC party thereto as local servicers, J.P.Morgan Bank  (Ireland), as Trustee, PricewaterhouseCoopers LLP, and Huntsman International  LLC (incorporated by reference to Exhibit 10.30 to our annual report on  Form 10-K filed on March 1, 2007).                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.31  |   | Third  Amendment to Credit Agreement dated April 19, 2007 by and among Huntsman  International LLC, as Borrower, Deutsche Bank AG New York Branch, as Administrative  Agent and Collateral Agent, and the other financial institutions party  thereto (incorporated by reference to Exhibit 10.1 to our current report  on Form 8-K filed on April 23, 2007)                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.32  |   | First  Amendment to Huntsman Supplemental Executive Retirement Plan (incorporated by  reference to Exhibit 10.32 to our annual report on Form 10-K filed  on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.33  |   | First  Amendment to Huntsman Supplemental Executive Money Purchase Pension Plan  (incorporated by reference to Exhibit 10.33 to our annual report on  Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.34  |   | First  Amendment to Huntsman Supplemental Savings Plan (incorporated by reference to  Exhibit 10.34 to our annual report on Form 10-K filed on  February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.35  |   | Second Amendment  to Huntsman Supplemental Savings Plan (incorporated by reference to  Exhibit 10.35 to our annual report on Form 10-K filed on  February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.36  |   | First  Amendment to Huntsman Outside Directors Elective Deferral Plan (incorporated  by reference to Exhibit 10.36 to our annual report on Form 10-K  filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.37  |   | Form of  Restricted Stock Agreement (incorporated by reference to Exhibit 10.37  to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.38  |   | Form of  Phantom Share Agreement (incorporated by reference to Exhibit 10.38 to  our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 21.1   |   | Subsidiaries  of the Company (incorporated by reference to Exhibit 21.1 to our annual  report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.1   |   | Consent of  Independent Registered Public Accounting Firm (incorporated by reference to  Exhibit 23.1 to our annual report on Form 10-K filed on  February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.1*  |   | Certification  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2*  |   | Certification  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

----

*                 Filed herewith.

 

39

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrants have duly caused this reportto be signed on their behalf by the undersigned, thereunto duly authorized.

 

Dated: April 29, 2008

 

 
|   | HUNTSMAN CORPORATION       |
|--------|----------------------------|
|   | HUNTSMAN INTERNATIONAL LLC |
|   | By:                        | /s/ J. Kimo Esplin |
|   |                       | J. Kimo Esplin |
|   |                       | *Executive  Vice President and Chief Financial Officer* |

 

40

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