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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

Form 10-K/AAmendment No. 1

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




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


42-1648585333-85141

Huntsman International LLC
500 Huntsman Way
Salt Lake City, Utah 84108
(801) 584-5700


Delaware


87-0630358




Securities registered pursuant to Section 12(b) of the Exchange Act:

Registrant

Title of each class

Name of each exchange on which registeredHuntsman Corporation

Common Stock, par value $0.01 per share

New York Stock ExchangeHuntsman International LLC

None

None


Securities registered pursuant to Section 12(g) of the Exchange Act:

Registrant

Title of each classHuntsman Corporation

NoneHuntsman International LLC

None




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

Huntsman Corporation

YES o

NO ýHuntsman International LLC

YES o

NO ý


Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Huntsman Corporation

YES o

NO ýHuntsman International LLC

YES o

NO ý


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

Huntsman Corporation

YES ý

NO oHuntsman International LLC

YES ý

NO o


Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Huntsman Corporation

YES o

NO oHuntsman International LLC

YES o

NO o


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

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

Huntsman Corporation

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

Smaller reporting company oHuntsman International LLC

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý

Smaller reporting company o


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

Huntsman Corporation

YES o

NO ýHuntsman International LLC

YES o

NO ý


On
June 30, 2008, the last business day of the registrant's second fiscal quarter, the aggregate market value of voting and non-voting common equity held by
nonaffiliates was as follows:

Registrant

Common Equity

Market Value Held by NonaffiliatesHuntsman Corporation

Common Stock

$1,857,576,135(1)Huntsman International LLC

Units of Membership Interest

$0(2)






On
February 13, 2009, the number of shares outstanding of each of the registrant's classes of common equity was as follows:

Registrant

Common Equity

OutstandingHuntsman Corporation

Common Stock

234,430,334Huntsman International LLC

Units of Membership Interest

2,728


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

Huntsman
International LLC meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and, to the extent applicable,
is therefore filing this form with a reduced disclosure format.

Documents Incorporated by Reference

None.



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this "Amendment No. 1") amends our annual report on
Form 10-K for the year ended December 31, 2008 (our "2008 10-K"), originally filed with the Securities and Exchange Commission (the "Commission" or "SEC")
on February 26, 2009. As permitted by General Instruction (G)(3) of Form 10-K, we did not include the information required by Part III of
Form 10-K in our 2008 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 by Part III of Form 10-K.

Except
as otherwise specifically indicated herein, this Amendment No. 1 does not reflect events occurring after the February 26, 2009 filing of our
2008 10-K and does not modify or update the disclosures set forth in our 2008 10-K. We direct you to our filings with the Commission made subsequent to
February 26, 2009 for additional information on events subsequent to February 26, 2009.

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HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
AMENDMENT NO. 1 ON FORM 10-K/A
TABLE OF CONTENTS



PART IIIITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

1ITEM 11.

EXECUTIVE COMPENSATION

4ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

33ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

35ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

39PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

41


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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to our directors is presented below, as of April 15, 2009.

Class I Directors (term expires in 2011)Jon M. Huntsman

Mr. Huntsman, age 71, is the Executive Chairman of the Board of Directors of our Company. Prior to appointment as Executive Chairman effective February 1, 2009, Mr. Huntsman served as Chairman of
the Board of Directors of our Company, a position he had held since our Company was formed. He has been Chairman of the Board of all Huntsman companies since he founded his first plastics company in 1970. Mr. Huntsman served as Chief Executive
Officer of our Company and our affiliated companies from 1970 to 2000. Mr. Huntsman is a director or manager, as applicable, of Huntsman International 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. 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 61, 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 46, has served as a Director since October 2004. Mr. Huntsman is President, Chief Executive Officer and a Director of our Company. Prior to his appointment in July 2000 as
Chief Executive Officer, Mr. Huntsman had 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 Senior Vice President of Huntsman Chemical Corporation and as a Senior Vice President of Huntsman Packaging Corporation, a former subsidiary of our Company. Mr. Huntsman is a director or manager, as
applicable, of Huntsman International and certain of our other subsidiaries. Mr. Huntsman is the son of our Executive Chairman, Jon M. Huntsman.


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Wayne A. Reaud

Mr. Reaud, age 61, has served as a Director since March 2005. Mr. Reaud currently serves as the Chairman of our Litigation Committee, which was formed in November 2008, and he served as the Chairman
of our Compensation Committee from March 2005 until January 2009. 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.Alvin V. Shoemaker

Mr. Shoemaker, age 70, 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 65, has served as a Director since March 2005. Mr. Archibald was appointed as Chairman of the Compensation Committee in January 2009. 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 73, has served as a Director since March 2005 and has served as Vice Chairman and Lead Director since February 2009. He has also served as 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 57, 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 Life Sciences Research Inc. 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.


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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Based
solely on a review of the copies of Forms 4 and 5 furnished to us, or written representations from reporting persons that all reportable transactions were reported, we
believe that during 2008 all of our executive officers, directors and greater than 10% holders filed the reports required to be filed under Section 16(a) on a timely basis under
Section 16(a).

Financial Code of Ethics and Business Conduct Guidelines

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



In
addition, the Board has adopted our Business Conduct Guidelines. The Board requires all directors, officers and employees to adhere to these guidelines in addressing the legal and
ethical issues encountered in conducting their work. The Financial Code of Ethics and Business Conduct Guidelines are available on our website at www.huntsman.com. We will also furnish copies of the
Financial Code of Ethics and Business Conduct Guidelines to any person who requests them. Requests
for copies should be directed to the Corporate Secretary, 500 Huntsman Way, Salt Lake City, Utah, 84108 or tocorporatesecretary@huntsman.com.

Audit Committee

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

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ITEM 11.    EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

The following Compensation Discussion and Analysis provides information regarding the compensation paid to our Chief Executive Officer,
Chief Financial Officer and the other three most highly compensated executive officers in 2008. 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 Vice President and Chief Financial Officer, Samuel D. Scruggs, Executive Vice President,
General Counsel and Secretary, Anthony P. Hankins, Division President, Polyurethanes, and Paul G. Hulme, Division President, Textile Effects. Under applicable rules, we also provide
certain information concerning Kevin J. Ninow, formerly Division President, Base Chemicals, who served in that position until June 1, 2008.

Compensation Philosophy and Objectives

Our executive compensation programs are designed to attract, motivate and retain executives critical to our long-term
success and the creation of stockholder value. Our fundamental compensation philosophy is that performance should have a significant impact on compensation and, consequently, we attempt to closely
link executive officers' total compensation with the achievement of annual and long-term performance goals. Management and the Compensation Committee believe that compensation decisions
are complex and require careful review of individual and Company performance and chemical and general industry compensation levels. The Compensation Committee awards compensation to our executive
officers based upon corporate, business division and individual performance and designs compensation so as to motivate executive officers to achieve strategic objectives and to continue to perform at
the highest levels.

Based
on the objectives described above, we strive to set a total compensation opportunity within range of the median of the total direct compensation paid to similarly situated
personnel at comparable companies against whom we compete both in the chemical industry marketplace and in the broader market for executives, key employees and outside directors. Actual compensation
may be above or below the median based on the actual performance of our Company and the individual, with the opportunity to achieve upper quartile compensation based on superior performance. This
approach is intended to ensure that a significant portion of executive compensation is based on our financial and strategic performance.

Roles and Responsibilities

The Compensation Committee, management and an independent compensation consultant retained by the Compensation Committee are involved
in the development, review, evaluation and approval of our executive compensation programs.

Executive Management.Our Chief Executive Officer sets our strategic direction and strives to promote compensation programs that
motivate executives'
behavior consistent with strategic objectives. Our Chief Executive Officer is assisted by our Vice President, Global Human Resources, who provides assistance with the design and development of
compensation programs, the interpretation of data and the effects of adjustments and modifications to compensation programs. Our Chief Financial Officer and our General Counsel also assist our Chief
Executive Officer by advising on legal and financial considerations relevant to these programs. In collaboration with the Compensation Committee and the compensation consultant, management coordinates
the annual review of the compensation programs for the executive officers. This review includes an evaluation of individual and corporate performance, competitive practices and trends and various
compensation issues. Based on the results of this review,

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management
makes recommendations to the Compensation Committee regarding the compensation of each of the executive officers, other than the Chief Executive Officer.

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

The
Compensation Committee has authority and responsibility for the review, evaluation and approval of the compensation structure and level for all of our executive officers. This
includes the articulation of a compensation philosophy, and policies and plans covering our executive officers. The Compensation Committee also conducts an annual review and approval of the Chief
Executive Officer's annual compensation, including an evaluation of his performance, corporate goals and objectives relevant to his compensation, and his compensation under various circumstances,
including upon retirement or a change in control.

The
Compensation Committee operates pursuant to a charter, which is available on our website atwww.huntsman.com.Under its charter, the
stated purposes of the Compensation Committee are:



The
Compensation Committee's charter permits the Compensation Committee to form and delegate some or all of its authority to subcommittees when it deems appropriate. In particular, the
Compensation Committee may delegate the approval of award grants and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the
Compensation Committee who are non-employee directors or outside directors.

The
Compensation Committee typically meets at least four times each year to address various compensation issues and processes. Our Chief Executive Officer does not have the ability to
call Compensation Committee meetings, but generally attends Compensation Committee meetings at the Compensation Committee's request to answer questions and provide input regarding the performance of
our executive officers. However, the Chief Executive Officer is not present while decisions regarding his compensation are made. In addition, each Compensation Committee meeting usually includes an
executive session without members of management present. The Compensation Committee met four times during 2008, and each of these meetings included an executive session. Our Chief Executive Officer
attended four Compensation Committee meetings in 2008. The Compensation Committee regularly reports to the full Board regarding executive compensation matters.

Compensation Consultant.The Compensation Committee has sole authority to retain and terminate the services of a compensation consultant
who reports
to the Compensation Committee. The role of the compensation consultant is to advise the Compensation Committee in its oversight role, advise management in the executive compensation design process and
provide independent compensation data and analysis to facilitate the annual review of the programs. The compensation

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consultant,
who is a Principal at Towers Perrin, attends Compensation Committee meetings as requested by the Compensation Committee. During 2008, the compensation consultant attended three
Compensation Committee meetings.

Services
performed by the compensation consultant for the Compensation Committee during 2008 included evaluation of levels of executive compensation as compared to general market
compensation data and peer companies' compensation data, preparation of tally sheets for each of the executive officers, evaluation of proposed compensation programs or changes to existing programs
and providing information on current executive compensation trends and regulations.

In
order to ensure the continued independence of the compensation consultant, the entire Board is made aware of all other services performed by Towers Perrin for our Company. During
2008, these other services, which were performed by Towers Perrin associates other than the compensation consultant, were comprised of U.S. and global actuarial services, health and welfare consulting
and general compensation services.

In
2008, our Chief Executive Officer did not meet with the compensation consultant outside of Compensation Committee meetings and met with the compensation consultant at such meetings
only when members of the Compensation Committee were present. Our Chief Executive Officer did not retain or consult with any other compensation consultant.

Annual Review of Executive Compensation

Our management and the Compensation Committee generally strive to maintain an executive compensation program that is structured to
provide executive officers with a total compensation package that, at expected levels of performance, is comparable to those provided to other executives holding comparable positions or having similar
qualifications in other similarly situated organizations in the chemical industry and the general market. These objectives are achieved through an annual review of the compensation of each of our
executive officers. Variations from general
standards may be made when appropriate to promote specific Company strategies or in response to unusual circumstances or conditions (such as the current economic downturn).

In
preparation for the annual review for 2008, the compensation consultant conducted competitive compensation analyses using several sources of data. One source of data specifically
utilized in evaluating compensation levels of the executive officers, and particularly the named executive officers, was proxy statements filed by our chemical industry peer companies. Additional
information regarding the peer group of companies is provided below. Please see "Compensation Discussion and AnalysisCompensation Peer Group." We also utilized nationally recognized
compensation surveys to assess the competitiveness of executive compensation. Specific survey benchmark matches were identified for each executive officer position.

The
compensation consultant prepared a report to the Compensation Committee that included extensive analyses of compensation based on competitive market data gathered from peer proxy
statements and published and private survey sources. In addition to this report, the compensation consultant prepared a total compensation report or "tally sheet" for each of the executive officers,
including our Chief Executive Officer. Each tally sheet showed the total dollar value of the executive officer's annual compensation, including the executive's base salary, bonus,
long-term incentives, lump sum present value of retirement benefits, company contributions for health and welfare plans, tax gross-ups and applicable perquisites. In addition,
these tally sheets estimated the potential payment(s) under a variety of termination scenarios (voluntary termination, for-cause termination, without-cause termination or termination by
employee with good reason, and termination due to change in control) and are utilized as a tool to provide transparency as to the impact of each compensation component. Each time the Compensation
Committee reviews a component of compensation, it considers the component in light of total compensation.

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The
tally sheets provide the Compensation Committee with context for the decisions they make in relation to total direct compensation. Although they do not necessarily drive decision
making with regard to specific components of the total compensation program, the tally sheets enable the Compensation Committee to assess, on a comprehensive basis, total direct compensation and the
relationship of various components of the total compensation program to each other. The tally sheets may also influence the Compensation Committee's views on a variety of issues, such as changes to
severance plans and employment agreements, special equity grants to promote retention, or changes in long-term variable equity incentives.

The
Compensation Committee reviews different components of compensation at different meetings during the year. Each time a component is reviewed, we provide the Compensation Committee
with a report that contains each executive officer's base salary, equity holdings and merit history for the prior three years, and includes the Chief Executive Officer's recommendations regarding the
specific
compensation being considered at that meeting. With respect to our named executive officers other than our Chief Executive Officer, this recommendation is made by our Chief Executive Officer after
consultation with our Vice President, Global Human Resources. After reviewing these materials, the Compensation Committee considers each executive's performance through a review of objective results,
reports from other senior management (for all executives other than our Chief Executive Officer) and, in many cases, personal observation. As part of this process, the Chief Executive Officer provides
the Compensation Committee with his evaluation of the performance of each executive officer during the prior year. The Compensation Committee considers all of the information provided to them to
arrive at individual compensation decisions.

In
making its decisions regarding each executive officer's compensation, the Compensation Committee considers the nature and scope of all elements of the executive's total compensation
package, the executive's responsibilities 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 executive officers' total direct compensation (base salary, annual
incentives, special project bonuses and long-term incentives), the Compensation Committee considers the compensation paid for similar positions at other companies within a peer group of
companies. The peer group is comprised of companies against which we compete in the global chemical industry for executives, key employees and outside directors. The selected peer companies fall
within a range of comparison factors (both above and below us) such as revenue, market capitalization and net income. The peer group data supplied by the compensation consultant to the Compensation
Committee is not adjusted based on any of these factors. The list of companies that comprise the peer group was initially developed in 2005 and was subsequently modified based on suggestions from the
compensation consultant and finalized based on input from our management and the Chairman of the Compensation Committee. Some variation may take place from year to year in the composition of this
group based on an analysis provided by the compensation consultant that is reviewed for appropriateness by the Compensation Committee. The current peer group is comprised of the following thirteen
companies:



3M Company



Monsanto Chemical Company

Air Products and Chemicals Incorporated



OM Group Incorporated

Avery Dennison Corporation



PPG Industries Incorporated

Dow Chemical Company



Praxair Incorporated

EI Du Pont de Nemours and Company



Rohm and Haas Company

Eastman Chemical Company



Sherwin-Williams Company

LyondellBasell Industries


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This competitive market data provides a frame of reference for the Compensation Committee when evaluating executive compensation, but is not the
only factor considered for our executives' compensation. In addition to the peer group noted above, the Compensation Committee uses nationally recognized compensation surveys to assess the broader
market competitiveness of our executive compensation. This data is generally provided by the compensation consultant and is the product of published and private survey sources representing
compensation amounts for similar positions within general industry and chemical industry companies. The Compensation Committee uses data from these broad market surveys to provide additional
information against which they can compare the competitiveness of our executive compensation.

Mix of Compensation

The key elements of direct compensation for the executive officers are base salary, annual incentive compensation, special project
bonuses and equity-based compensation, which is typically provided through stock options and restricted stock. The Compensation Committee strives to align the relative proportion of each element of
total direct compensation with the competitive market and our objectives, as well as to preserve the flexibility to respond to the continually changing global environment in which we operate.
Generally, as employees move to higher levels of responsibility with greater ability to influence our results, the percentage of performance-based pay will increase. The Compensation Committee's goal
is also to strike the appropriate balance between annual and long-term incentives, and it may adjust the allocation of pay to best support our objectives. For 2008, the mix of these three
elements for each of the named executive officers is illustrated in the following chart:

Percent of Total Direct Compensation

Officer

Base Salary

Annual Incentive
Compensation

Long-Term
Incentive Awards(1)Peter R. Huntsman


31
%

0
%

69
%J. Kimo Esplin


38
%

0
%

62
%Samuel D. Scruggs


36
%

0
%

64
%Anthony P. Hankins


52
%

0
%

48
%Paul G. Hulme


54
%

0
%

46
%Kevin J. Ninow


100
%

0
%

0
%


---

The mixture of pay elements described above represents our belief that executive officers should have elements of their compensation tied to both
short and long-term objectives. This pay mixture is the result of our historical pay practices, management recommendations and Compensation Committee determinations. For 2008, the
Compensation Committee, based in part on the recommendation of the Chief Executive Officer, determined that no incentive compensation bonuses for the named executive officers (including the Chief
Executive Officer) would be payable under the annual incentive compensation program.

Elements of Executive Compensation

In addition to the key elements of base salary, annual incentive compensation, special project bonuses and equity-based compensation,
our executive officers also are
eligible for elements of indirect compensation comprised of health and welfare benefits, retirement and savings plans and certain perquisites. The Compensation Committee considers each of the key
elements and the indirect elements when evaluating the overall compensation program design.

Annual Base Salary.The Compensation Committee establishes base salaries that are sufficient to attract and retain individuals with the
qualities it
believes are necessary for our long-term financial success and that are competitive in the marketplace.

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An
executive officer's base salary generally reflects the officer's responsibilities, tenure, job performance, special circumstances (such as overseas assignments) and the market for the
executive's services. The Compensation Committee reviews the base salaries of each executive officer, including the Chief Executive Officer, on an annual basis. In addition to these annual reviews,
the Compensation Committee may, at any time, review the salary of an executive who has received a significant promotion, whose responsibilities have been increased significantly or who is subject to
competitive pressure. Any adjustments are based on the results of the annual review of market pay data, changes in the cost of living, job performance or the expansion of duties and responsibilities.
No pre-determined weight or emphasis is placed on any one of these factors.

As
part of its normal annual review cycle, at its February 2008 meeting, the Compensation Committee reviewed the annual base salaries of each of our executive officers. As part of its
review, the Compensation Committee considered the contributions and value to our Company of our Chief Executive Officer and the other executive officers during the prior year, including their
contributions to our Company's efforts to implement the merger agreement with Hexion while also controlling costs and retaining the talented personnel necessary to lead our Company during this period
of transition.

The
Compensation Committee also considered the compensation consultant's analysis and competitive market pay practice survey results of similar positions within our peer group, general
industry and chemical industry. The Compensation Committee targeted the total direct compensation levels of the Chief Executive Officer and other named executive officers at approximately the
50th percentile of total direct compensation levels of relative executive positions within the survey groups. The report from the compensation consultant indicated that, while the Chief
Executive Officer's total target cash compensation (annual base salary and incentive compensation) was near the 50th percentile, his annual salary was above the 75th percentile based on
competitive market data. However, the actual total direct compensation for the Chief Executive Officer and all other named executive officers was below the 50th percentile of our peer group and of the
general industry for 2008.

Based
on its review of executives' contributions to our Company, tally sheet information and benchmark information from market survey reports, the Compensation Committee in 2008
determined that it would set our Chief Executive Officer's base salary at the same amount as 2007 and limit base salary increases to 4% for our other named executive officers.

The
following table provides the base salary for our Chief Executive Officer and the other named executive officers in fiscal years 2006 through 2008 and the percentage increase in their
2008 base salary from year to year since 2006:

Percentage Increase FromFiscal Year Salary2006 to 2007

2007 to 2008Officer

2006

2007

2008Peter R. Huntsman

$
1,464,500

$
1,464,500

$
1,464,500


0
%

0
%J. Kimo Esplin

$
452,600

$
470,700

$
489,500


4.0
%

4.0
%Anthony P. Hankins

$
482,500

$
501,800

$
521,900


4.0
%

4.0
%Samuel D. Scruggs

$
377,300

$
425,000

$
442,000


12.6
%

4.0
%Paul G. Hulme

$
445,200

$
471,700

$
503,299


4.0
%(1)

4.0
%(1)Kevin J. Ninow

$
328,100

$
341,300

$
355,000


4.0
%

4.0
%


---

9

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Table of Contents

Annual Incentive Awards.Annual incentive compensation enables executive officers and other key employees of our Company to earn a cash
bonus for
meeting or exceeding our financial goals as well as for individual performance. The potential payments available under the annual incentive program for the named executive officers depended on the
attainment of performance goals recommended by management and approved by the Compensation Committee at the beginning of the year. Furthermore, the Compensation Committee customarily reviews and
approves incentive compensation amounts following a subjective evaluation of each executive officer's performance and success in areas they believed to be significant to us as a whole or to a
particular business unit or function.

For
the named executive officers, our annual incentive compensation program for 2008 provided for target annual incentive compensation of 100% of base salary for our Chief Executive
Officer and 60% of base salary for the other named executive officers, with maximum possible annual incentive compensation set at 200% of base salary for our Chief Executive Officer and 120% of base
salary for the other named executive officers. The target and maximum bonus amounts were set to align within the total compensation median range of those amounts for comparable executive positions
within our peer group. Potential payout of individual bonuses was dependent upon both group performance and individual contributions to our success.

The
following table summarizes the bonus targets, performance components and corresponding weightings for each of our named executive officers for 2008 bonuses.

Officer

Target
Incentive Award
(% of Base Salary)

Maximum Possible
Incentive Award
(% of Base Salary)

Performance Components

WeightingsPeter R. Huntsman


100
%

200
%
Corporate adjusted EBITDA


50
%Personal Performance


50
%J. Kimo Esplin


60
%

120
%
Corporate adjusted EBITDA


50
%EH&S, SOX Compliance


20
%Personal Performance


30
%Samuel D. Scruggs


60
%

120
%
Corporate adjusted EBITDA


50
%EH&S, SOX Compliance


20
%Personal Performance


30
%Anthony P. Hankins


60
%

120
%
Corporate adjusted EBITDA


20
%Divisional adjusted EBITDA


30
%EH&S, SOX Compliance


20
%Personal Performance


30
%Paul G. Hulme


60
%

120
%
Corporate adjusted EBITDA


20
%Divisional adjusted EBITDA


30
%EH&S, SOX Compliance


20
%Personal Performance


30
%Kevin J. Ninow


60
%

120
%
Corporate adjusted EBITDA


20
%Divisional adjusted EBITDA


30
%EH&S, SOX Compliance


20
%Personal Performance


30
%


The performance measures were selected for use in the annual incentive portion of compensation because of their importance to our operations. To
achieve the maximum possible incentive award, an executive must achieve the maximum on each of the discrete performance components of the group and their individual performance.

In
particular, the Compensation Committee believes that adjusted EBITDA is an appropriate measure for the primary financial goal of aligning the interests of management with the
interests of our stockholders. The adjusted EBITDA measure used in connection with evaluation of annual incentive compensation is adjusted on the same basis and for the same factors as the adjusted
EBITDA reported in our fiscal year-end earnings release. Adjusted EBITDA provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in
interest rates or effective tax

10

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rates,
or levels of depreciation and amortization. Accordingly, the Compensation Committee and our management believe that this measurement is useful for comparing general operating performance from
period to period.

In
order for an executive to achieve the maximum possible amount for the corporate adjusted EBITDA and the divisional adjusted EBITDA components, we were required to achieve corporate
adjusted EBITDA or the relevant divisional adjusted EBITDA, as applicable, of 120% of the respective corporate adjusted EBITDA budget or divisional adjusted EBITDA budget. To achieve 100% of the
target incentive awards for these same components, we were required to achieve 100% of the applicable budgeted amount. At achievement of 75% or less of the applicable target budget for these same
components, we would not pay the executive any incentive amount for that component. We scale
the incentive amounts we pay for the corporate and divisional adjusted EBITDA components for achievement of percentages of target budget of between 75% to 100% and 100% to 120% based on a linear
progression between these points. In addition, if we achieve corporate adjusted EBITDA of less than 95% of budget, the payouts for all other components are capped at their target levels. If corporate
adjusted EBITDA is less than 75% of budget, then payment of incentive awards for any component is at the discretion of our Chief Executive Officer and the Compensation Committee.

In
February 2008, the Compensation Committee established threshold, target and maximum performance goals for each of the performance measures to be achieved by our Company and its
divisions during 2008. For corporate adjusted EBITDA, the target was set as a percentage of our budgeted corporate adjusted EBITDA, which for 2008 was $1.187 billion. The threshold was set at
$891 million (75% of budgeted adjusted EBITDA) and the maximum payout level was set at $1.425 billion (120% of budgeted adjusted EBITDA). This compares with a 2007 adjusted EBITDA target
of $1.084 billion and a threshold set at $813 million (75% of budgeted adjusted EBITDA) and a maximum payout possible at $1.30 billion (120% of budgeted adjusted EBITDA).

During
2008, corporate adjusted EBITDA achievement was 54% of budget. Mr. Hankins' Polyurethanes business had an adjusted EBITDA budget of $641 million and the business
achieved 60% of budget. Mr. Hulme's Materials and Effects business had an adjusted EBITDA budget of $309 million and the business achieved 45% of budget.

Given
that the referenced corporate and divisional adjusted EBITDA achievement for 2008 was beneath the established thresholds, and in light of the economic downturn, the Chief Executive
Officer recommended, and the Compensation Committee agreed, that no incentive compensation bonuses for the named executive officers (including the Chief Executive Officer) would be payable under the
annual incentive compensation program for 2008.

In
addition to their individual strategic objectives, all executive officers have compliance objectives related to our compliance with rules promulgated under the Sarbanes Oxley Act of
2002 ("SOX") and/or environmental, health and safety ("EH&S") laws and regulations. For 2008, the Compensation Committee determined that the named executive officers' achievement of the SOX and EH&S
targets were not relevant because the corporate and divisional adjusted EBITDA achievements for 2008 were beneath established thresholds and no incentive compensation bonuses would be paid to the
executive officers under the annual incentive program for 2008. This determination to not award any payout of annual incentive compensation is consistent with our program design and our emphasis on
pay-for-performance.

Long-Term Compensation.We provide executives with long-term incentive compensation through the Huntsman Corporation Stock
Incentive Plan (the "Stock Incentive Plan"), which was approved by our stockholders prior to our initial public offering. The Stock Incentive Plan is intended to encourage employees, consultants and
directors to acquire or increase their equity interest in our Company and to provide a means whereby they may develop a sense of proprietorship and personal involvement in our development and
financial success. The Stock Incentive Plan also encourages this group to remain with and devote their best efforts to our business, thereby advancing our interests and the interests of our

11

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Table of Contents

stockholders.
The Stock Incentive Plan also enhances our ability to attract and retain the services of individuals who are essential for our growth and profitability.

In
addition, we generally do not maintain employment agreements with executive officers (other than as described in "Employment Agreements" below). As a result, our Chief Executive
Officer and most other executive officers would not have certain benefits upon termination of their employment typically enjoyed by executive officers at our peer companies, including automatic
vesting of restricted stock, stock options and phantom stock. To maintain our ability to provide a competitive compensation package and attract and retain individuals vital to our success, the
Compensation Committee believes it is appropriate to continue to grant long-term compensation awards to our executive officers.

The
Stock Incentive Plan permits the granting of a variety of stock and stock-based awards. The awards are granted according to a pre-determined schedule developed by
management and the Compensation Committee and approved by the Compensation Committee during the first quarter of each year. Pursuant to this schedule, grants of equity-based awards are typically made
during the first quarter. In 2008, the Compensation Committee awarded only grants of restricted and phantom stock because the merger agreement with Hexion contained limitations on the number and types
of shares permitted to be issued. The Compensation Committee granted these awards to retain our named executive officers, to align the interests of the named executive officers with those of our
stockholders and to reward such named executive officers for Company and their own performance. In determining the types and amounts of equity-based awards to grant to each executive officer, the
Compensation Committee reviewed analyses provided by the compensation consultant of the types and amounts of awards paid for similar positions at peer companies. The Compensation Committee then
considered various factors, including the previously noted merger agreement limitations, market value of the awards, the size of the awards made to the officer in prior years, the executive's position
and responsibilities and the executive's individual performance. The Compensation Committee also looked at the amount of the award in relation to the executive's total compensation. The type of equity
awards made and their characteristics, including vesting terms, are consistent with marketplace practices based on information provided by the compensation consultant. The amounts of the awards made
in 2008 to named executive officers were generally at or below the 50th percentile of our peer group and the general industry, based on the information provided by the compensation consultant.

The
awards approved for the Chief Executive Officer and other named executive officers in February 2008 were as follows:

Officer

Stock Options

Restricted or
Phantom Stock

Total Shares(1)Peter R. Huntsman


0


135,274


135,274J. Kimo Esplin


0


32,209


32,209Samuel D. Scruggs


0


32,209


32,209Anthony P. Hankins


0


19,325


19,325Paul G. Hulme


0


17,714


17,714Kevin J. Ninow


0


0


0


---

In February 2009, the Compensation Committee approved additional equity awards to our employees. Following the 2009 awards, we have 1,943,276
shares of stock remaining under the Stock Incentive Plan. We currently anticipate that we will seek stockholder approval to increase the number of shares available under our Stock Incentive Plan at
our next annual meeting of stockholders. Given the relative importance of equity awards to our compensation program, any failure to increase the number of shares available under our Stock Incentive
Plan could have a significant impact on our compensation strategy.

Special Project Bonuses.Project bonuses constitute an important part of our compensation philosophy by rewarding successful completion
of strategic
objectives. In previous years, these strategic objectives have included both acquisitions and divestures of businesses and the implementation of cost

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reduction/restructuring
plans. Given that these project bonuses are customarily related to special initiatives, the Compensation Committee will not always set targets or utilize specific formulas or
quantitative metrics in determining the amount of payment for successfully completing such projects. Furthermore, it is not unusual for changes to take place in the scope and emphasis of these
projects during the course of the year based on internal corporate considerations or changes in the external market that are beyond the control of our Company or any of its individual executives.
Given this, the Compensation Committee exercises wide discretion in determining the amount of such payment, if any, to each executive officer. However, as a frame of reference, these project bonus
payments have historically been in the range of 50% - 150% of annual base salary and are intended to be commensurate with the efforts of the executives and the benefits to our Company.

In
2008, our Company did not pay any project bonuses to our named executive officers. For 2009, the Compensation Committee has authorized our Chief Executive Officer to award to
executive officers special bonuses up to certain amounts. It is anticipated that these bonuses would be awarded upon our Company's achievement of certain levels of liquidity and/or other measures.

Health and Welfare Benefits.We provide our executive officers with benefits that are intended to be a part of a competitive total
compensation
package that provides health and welfare and retirement programs comparable to those provided to employees and executives at other companies in the chemicals industry. Executive officers participate
in our health and welfare programs on the same relative basis as our other employees.

Retirement and Savings Plans.We provide our executive officers with benefits that are intended to be a part of a competitive total
compensation
package that provides retirement and savings programs comparable to those provided to employees and executives at other companies in chemical industry and the general market. The benefit plan
descriptions below and accompanying tables provided in the table under "Executive CompensationSummary Compensation Table," "Pension Benefits Table," and "Nonqualified Deferred
Compensation Table" provide an explanation of the major features of our employee benefit plans. Executive officers participate in our qualified retirement and savings plans on the same relative basis
as other employees.

In
the U.S., we sponsor the Huntsman Defined Benefit Pension Plan (the "Huntsman Pension Plan"), a tax-qualified defined benefit pension plan. Effective July 1, 2004,
the formula used to calculate future benefits under the Huntsman Pension Plan was changed to a cash balance formula. The benefits accrued under the plans as of June 30, 2004 were used to
calculate opening cash balance accounts. Of our named executive officers, Messrs. Peter R. Huntsman, Esplin, Scruggs, and Ninow were participants in the Huntsman Pension Plan in 2008.

We
also sponsor retirement benefit plans in connection with our operations in Belgium and the U.K. through the Huntsman Pension Fund OVV in Belgium (the "Huntsman Belgium Pension Fund")
and the Huntsman Pension Scheme in the U.K., respectively. In addition, we sponsor the International Pension Plan, which is a non-registered plan designed to protect the pension benefits
of employees whose service involves participation in pension plans in more than one country. Of our named executive officers, Messrs. Hulme and Hankins participate in the Huntsman Pension
Scheme in the U.K., and Mr. Hulme participates in both the Huntsman Belgium Pension Fund and in the International Pension Plan.

The
Huntsman Supplemental Executive Retirement Plan (the "Supplemental Executive Retirement Plan") is a non-qualified supplemental pension plan that provides benefits for
designated executive officers based on certain compensation amounts not included in the calculation of benefits payable under the Huntsman Pension Plan. Of our named executive officers,
Messrs. Peter R. Huntsman, Esplin, Scruggs, and Ninow were participants in the Supplemental Executive Retirement Plan in 2008. The compensation taken into account for these named executive
officers under the Supplemental Executive Retirement Plan includes amounts in excess of the qualified plan limitations. The Supplemental Executive Retirement Plan benefit is calculated as the
difference between (1) the benefit

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determined
using the Huntsman Pension Plan formula with unlimited base salary plus bonus, and (2) the benefit determined using base salary plus bonus as limited by federal regulations.

We
provide executive officers the opportunity to participate in four defined contribution savings plans: a salary deferral plan (the "401(k) plan"); a supplemental savings plan (the
"Supplemental Savings Plan"); a money purchase pension plan (the "MPP"); and a supplemental executive money purchase pension plan (the "SEMPP"). All of our named executive officers are participants in
each of these savings plans, with the exception of Mr. Hulme.

The
401(k) Plan is a tax-qualified broad-based employee savings plan; employee contributions up to 25% of base salary and annual incentive bonuses are permitted up to dollar
limits established annually by the Internal Revenue Service (the "IRS"). Details regarding the 401(k) Plan are provided in the discussion of Pension Benefits and related tables.

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

The
MPP is a tax-qualified broad-based employee savings plan. Our contributions vary by service: 0.5% of compensation for 3 to 6 years of service, 3% of compensation
for 7 to 9 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 as of January 2004.

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

Perquisites.We have provided perquisites as a means of providing additional compensation to our Chief Executive Officer and other named
executive
officers, through the availability of benefits that are convenient for the executives to use when faced with the demands of their positions. The Compensation Committee reviews our policies with
respect to perquisites and considers whether, and to what extent, it may be appropriate for our Chief Executive Officer and the other named executive officers to reimburse our Company for perquisites,
including personal use of corporate aircraft.



14

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Employment Agreements.Generally, we do not enter into employment agreements with executive officers. Nevertheless, we currently have
employment
agreements with two of our named executive officers, Messrs. Hulme and Hankins. The primary purpose of these employment agreements is to provide these executive officers with details regarding
repatriation to their home country following the completion of their foreign assignments.

Mr. Hulme
is party to an employment agreement with our subsidiary Huntsman Advanced Materials (Europe) BVBA, which is subject to annual renewal. This agreement defines the initial
elements of Mr. Hulme's compensation package, including base salary and a performance-based bonus, and it provides for customary expatriation arrangements, including an international location
allowance expressed as a percentage of his annual salary.

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

Equity Ownership Policy

The Board has adopted Executive Stock Ownership Guidelines (the "Guidelines"), which apply to our executive officers, including our
Chief Executive Officer and the other named executive officers. The purpose of stock ownership requirements is to more closely align our key executives' interests with our
stockholdersthrough all industry cycles and market conditions. The Guidelines require executive officers to achieve and maintain ownership levels of our stock equal to five times base
salary for the Chief Executive Officer and two times base salary for other executive officers based on their base salary at the time the guidelines become applicable to such officer. Once established,
an executive officer's required ownership level generally does not change as a result of changes in annual base salary or fluctuations in our common stock price. Shares that count toward satisfaction
of the Guidelines include:



Executive
officers are required to achieve their specified ownership levels within five years. Until these levels are achieved, executive officers are required to retain at least 50% of
net shares delivered through our executive compensation plans ("net shares" means the shares remaining after deducting

15

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Table of Contents

shares
for the payment of taxes and, in the case of stock options, after deducting shares for the exercise price of stock options). Shares acquired by an executive officer prior to the adoption of the
Guidelines are not subject to the retention restriction. Once achieved, the specified ownership level must be maintained for as long as the executive officer is subject to the Guidelines. Exclusions
for estate planning, gifts to charity, education and primary residence apply to the retention requirement. However, exclusions do not affect the requirement that executive officers achieve their
specified ownership levels within the five-year period. In addition, hardship exemptions may be available in rare instances. A copy of the Executive Stock Ownership Guidelines is available
on our website atwww.huntsman.com.

As
of April 15, 2009, all of the named executive officers are in compliance with the equity ownership policy. The following table provides the minimum share ownership target of
each named executive officer (other than Mr. Ninow, who has left our Company and is no longer subject to the Guidelines) and the percentage of the ownership guideline achieved by the officer as
of the applicable determination date:

Officer

Ownership

Share Ownership
Target

% of Guideline
AchievedPeter R. Huntsman


5x


317,800


100
%J. Kimo Esplin


2x


39,300


100
%Samuel D. Scruggs


2x


32,800


100
%Anthony P. Hankins


2x


41,900


100
%Paul G. Hulme


2x


37,300


100
%


Accounting and Tax Treatments of the Elements of Compensation

We account for stock-based awards, including stock options and restricted stock awards, as provided in Financial Accounting Standards
Board Statement No. 123(R)Share Based Payment("FAS 123(R)"). Section 162(m) of the internal revenue code disallows a tax
deduction by us for individual executive compensation exceeding $1 million in any taxable year for our Chief Executive Officer and the other four highest compensated senior executive officers,
other than compensation that is performance-based under a plan that is approved by our stockholders and that meets certain other technical requirements.

The
financial reporting and income tax consequences to the Company of individual compensation elements are important considerations for the Compensation Committee when it is analyzing
the overall level of compensation and the mix of compensation among individual elements. Overall, the Compensation Committee seeks to balance its objective of ensuring an effective compensation
package for the named executive officers with the need to maximize the immediate deductibility of compensationwhile ensuring an appropriate and transparent impact on reported earnings and
other closely followed financial measures.

In
making its compensation decisions, the Compensation Committee has considered that Internal Revenue Code Section 162(m) limits deductions for compensation paid in excess of
$1 million. As a result, the Compensation Committee designs much of the total compensation packages for the named executive officers to qualify for the exemption of "performance-based"
compensation from the deductibility limit. However, the Compensation Committee does have the discretion to design and use compensation elements that may not be deductible within Section 162(m)
when necessary for competitive reasons, to attract or retain a key executive, to enable us to retain flexibility in maximizing our pay for performance philosophy or where achieving maximum tax
deductibility would not be in our best interest.

Post-Employment Compensation

Our named executive officers, other than Messrs. Hankins and Hulme, do not have employment agreements with our Company which
entitle them to payments and benefits upon the termination of employment or a change-in-control. Messrs. Hankins and Hulme have employment agreements which

16

---



Table of Contents

contain
termination of employment and change in control benefits. Executives at companies in the chemical industry and the general market against which we compete for executive talent commonly have
employment agreements providing for these types of severance payments and benefits. Because most of our executives do not have the benefit of such agreements, we established the Executive Severance
Plan in order to remain competitive.

Under
the terms of our Executive Severance Plan, the Chief Executive Officer and the other named executive officers are entitled to payments and benefits upon the occurrence of specified
events including termination of employment (with and without cause) and upon a change-in-control of our Company. The specific terms of these arrangements, as well as an
estimate of the compensation that would have been payable had they been triggered as of fiscal year-end, are described in detail in "Potential Payments upon Termination or Change of
Control" below. We believe that the relative costs of our Executive Severance Plan in light of the expected benefits that would be derived are worth the attendant costs in foreseeable merger or
acquisition situations. A description of the Executive Severance Plan and other arrangements 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 without
reasonable cause or the participant terminates employment for good reason, we will provide the participant with severance benefits in the form of a cash payment, healthcare in the form of a cash
payment and outplacement services.

The
amount of the cash payment under the Severance Plan will be: (a) for a participant with a title of Senior Vice President or higher, an amount equal to two times the
participant's base compensation at termination; and (b) for a participant with a title of Vice President, an amount equal to one and one-half times the participant's base
compensation at termination. Healthcare coverage continuation is addressed through a lump-sum payment intended to address the departing executive's monthly healthcare premiums for a period
equivalent to 24 months for a Senior Vice President or higher and 18 months for a Vice President. Outplacement services will be provided: (y) for a period of 12 months
following termination, for participants with a title of Senior Vice President
or higher; and (z) for a period of six months following termination, for participants with a title of Vice President.

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



Any
such provision made by the Compensation Committee would benefit all participants in the Stock Incentive Plan, including the named executive officers.

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

17

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Table of Contents

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed Huntsman Corporation's Compensation Discussion and Analysis for the fiscal year
ended December 31, 2008 with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in this amendment to annual report on Form 10-K/A.



18

---







Table of Contents

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information concerning compensation earned in the fiscal years ending 2008, 2007 and 2006, by our Chief
Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers at the end of 2008. Under applicable rules, Kevin J. Ninow, former Division
President, Base Chemicals, is also included. We refer to these six persons collectively as "named executive officers." Our compensation policies are discussed in "Compensation Discussion and Analysis"
above.

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)

TotalPeter R. Huntsman


2008

$
1,464,500

$
0

$
2,609,618

$
1,903,420

$
0

$
362,589

$
337,299

$
6,677,426President, CEO &


2007

$
1,464,500

$
750,000

$
2,522,145

$
2,748,759

$
1,002,000

$
0

$
459,146

$
8,768,042Director


2006

$
1,451,775

$
0

$
1,742,914

$
1,911,210

$
2,331,452

$
690,754

$
270,351

$
8,398,456J. Kimo Esplin


2008

$
485,772

$
0

$
650,244

$
484,502

$
0

$
97,985

$
109,992

$
1,828,495Executive VP &


2007

$
466,175

$
452,600

$
733,317

$
789,676

$
193,200

$
46,872

$
166,549

$
2,848,390CFO


2006

$
448,650

$
0

$
546,399

$
588,479

$
1,311,865

$
176,336

$
100,165

$
3,171,894Samuel D. Scruggs


2008

$
437,750

$
0

$
650,244

$
484,502

$
0

$
91,715

$
87,038

$
1,751,249Executive VP and


2007

$
413,074

$
566,000

$
733,317

$
789,676

$
174,500

$
68,747

$
141,868

$
2,887,182General Counsel


2006

$
374,025

$
00

$
546,399

$
588,479

$
1,270,965

$
213,899

$
77,379

$
3,071,146Paul G. Hulme


2008

$
508,531

$
0

$
190,330

$
284,546

$
0

$
104,107

$
380,813

$
1,467,696Division President,


2007

$
467,145

$
231,000

$
594,934

$
602,244

$
188,600

$
55,761

$
326,325

$
2,466,009Textile Effects


2006

$
395,254

$
0

$
472,414

$
493,455

$
1,290,365

$
453,805

$
315,929

$
3,421,222Anthony P. Hankins


2008

$
517,358

$
0

$
416,344

$
316,900

$
0

$
161,862

$
389,402

$
1,801,866Division President,


2007

$
496,975

$
0

$
599,365

$
633,179

$
245,000

$
84,951

$
324,809

$
2,384,279Polyurethanes


2006

$
478,313

$
0

$
487,215

$
512,460

$
1,345,165

$
529,464

$
226,269

$
3,578,886Kevin J. Ninow


2008

$
144,492

$
0

$
288,972

$
318,389

$
0

$
39,325

$
814,793

$
1,605,971Division President,Base Chemicals


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Company MatchPersonal Use





Supp Exec
Money
Purchase
Pension









Severance
Pay &
Vacation
PayoutForeign
Assignment

401(k)
Plan

Supp
Savings
Plan

Money
Purchase
Pension

Belgian
Pension

Health &
Welfare

Stock
Dividends

Tax
Gross-upName

Auto

Aircraft

TotalPeter R. Huntsman(a)

$
684

$
65,872




$
4,600

$
3,150

$
18,400

$
178,920




$
16,917

$
48,756







$
337,299J. Kimo Esplin(b)

$
10,615







$
4,600

$
8,960

$
18,400

$
35,840




$
17,641

$
13,936







$
109,992Samuel D. Scruggs(c)

$
2,528







$
4,600

$
7,645

$
18,400

$
30,580




$
9,349

$
13,936







$
87,038Paul G. Hulme(d)

$
5,280




$
90,598













$
35,505

$
3,825

$
10,610

$
234,364




$
380,813Anthony P. Hankins(e)







$
169,777

$
4,600

$
10,638

$
18,400

$
42,550




$
11,999

$
11,134

$
120,305




$
389,402Kevin J. Ninow(f)










$
4,600

$
1,720

$
18,400

$
6,880




$
7,302

$
13,317




$
762,574

$
814,793






Grants of Plan-Based Awards in 2008

The following table provides information about equity and non-equity incentive awards granted to the named executive
officers in 2008 through our annual incentive compensation plan and through our Stock Incentive Plan. The date of action indicates the date equity award values were approved by our Compensation
Committee. Mr. Ninow was not granted any such equity awards in 2008.

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)Grant Date
Fair Value of
Stock and Option
Awards(4)
($)All Other
Stock-Based
Awards(2)
(#)

All Other
Option
Awards(3)
(#)

Exercise or
Base Price of
Option Awards
($/Sh)Name

Grant
Date

Date of
Action

Threshold
($)

Target
($)

Max
($)Peter R. Huntsman


02/26/08


02/06/08

$
0

$
1,464,500

$
2,929,000


135,274


0

n/a

$
3,322,329J. Kimo Esplin


02/26/08


02/06/08

$
0

$
282,420

$
587,400


32,209


0

n/a

$
791,053Samuel D. Scruggs


02/26/08


02/06/08

$
0

$
255,000

$
510,000


32,209


0

n/a

$
791,053Anthony P. Hankins


02/26/08


02/06/08

$
0

$
301,080

$
602,160


19,325


0

n/a

$
474,622Paul G. Hulme


02/26/08


02/06/08

$
0

$
283,020

$
566,040


17,714


0

n/a

$
435,056


---

20

---



Table of Contents

Outstanding Equity Awards at 2008 Fiscal Year-End

The following table provides information on the current holdings of stock options and stock awards by the named executive officers from
our Stock Incentive Plan. The market value of the stock awards is based on the closing market price of our stock on December 31, 2008, which was $3.44. Mr. Ninow does not currently own
any stock awards.

Option Awards(1)

Stock Awards(2)Securities Underlying
Unexercised OptionsShares or Units
of Stock that
have Not Vested
(#)

Market Value of Shares
or Units of Stock that
have Not Vested
($)Name

Date of
Award

Exercisable
(#)

Unexercisable
(#)

Exercise
Price
($)

Expiration
DatePeter R. Huntsman(3)


2/26/08


0


0


n/a


02/26/2018


135,274

$
465,3432/20/07


154,929


309,856

$
20.66


02/20/2017


74,583

$
256,5663/01/06


249,745


124,873

$
20.50


03/01/2016


34,552

$
118,8592/10/05


454,950


0

$
23.00


02/10/2015


0

$
0J. Kimo Esplin(4)


2/26/08


0


0


n/a


02/26/2018


32,209

$
110,7992/20/07


36,888


73,775

$
20.66


02/20/2017


17,758

$
61,0883/01/06


62,437


31,218

$
20.50


03/01/2016


8,638

$
29,7152/10/05


157,483


0

$
23.00


02/10/2015


0

$
0Samuel D. Scruggs(5)


2/26/08


0


0


n/a


02/26/2018


32,209

$
110,7992/20/07


36,888


73,775

$
20.66


02/20/2017


17,758

$
61,0883/01/06


62,437


31,218

$
20.50


03/01/2016


8,638

$
29,7152/10/05


157,483


0

$
23.00


02/10/2015


0

$
0Anthony P. Hankins(6)


2/26/08


0


0


n/a


02/26/2018


19,325

$
66,4782/20/07


22,133


44,265

$
20.66


02/20/2017


10,654

$
36,6503/01/06


37,462


18,731

$
20.50


03/01/2016


5,183

$
17,8302/10/05


157,483


0

$
23.00


02/10/2015


0

$
0Paul G. Hulme(7)


2/26/08


0


0


n/a


02/26/2018


17,714

$
60,9362/20/07


20,289


40,576

$
20.66


02/20/2017


9,766

$
33,5953/01/06


31,218


15,609

$
20.50


03/01/2016


4,319

$
14,8572/10/05


157,483


0

$
23.00


02/10/2015


0

$
0Kevin J. Ninow(8)


2/26/08


0


0


n/a


n/a


n/a


n/a2/20/07


44,265


0

$
20.66


06/01/2013


n/a


n/a3/01/06


37,462


0

$
20.50


06/01/2013


n/a


n/a2/10/05


118,987


0

$
23.00


06/01/2013


n/a


n/a


---

21

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Table of Contents

Option Exercises and Stock Vested in Fiscal 2008

The following table shows the number of shares of stock that vested during 2008 and the aggregate gross dollar value realized upon
vesting. None of our named executive officers exercised option awards during 2008.

Stock AwardsName

Shares Acquired on Vesting
(#)

Value Realized on Vesting
($)Peter R. Huntsman(1)


81,729

$
2,863,510J. Kimo Esplin(2)


23,417

$
818,357Samuel D. Scruggs(3)


23,402

$
818,357Anthony P. Hankins(4)


20,340

$
653,314Paul G. Hulme


26,526

$
622,254Kevin J. Ninow(5)


22,386

$
703,146


---

22

---



Table of Contents

Pension Benefits in Fiscal 2008

The table below sets forth information on the pension benefits for the named executive officers under our pension plans, each of which
is more fully described following the table. No pension benefits were paid to any of the named executive officers in the 2008 fiscal year. The amounts reported in the table below equal the present
value of the accumulated benefit at December 31, 2008 for the named executive officer 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


25.417

$
316,440

$
0Supplemental Executive Retirement Plan




$
3,621,582

$
0J. Kimo Esplin

Huntsman Defined Benefit Pension Plan


14.417

$
180,579

$
0Supplemental Executive Retirement Plan




$
560,659

$
0Samuel D. Scruggs

Huntsman Defined Benefit Pension Plan


13.083

$
199,102

$
0Supplemental Executive Retirement Plan




$
516,608

$
0Anthony P. Hankins

Huntsman Pension Scheme (UK)


29.225

$
3,482,217

$
0Paul G. Hulme

Huntsman Belgian Pension Fund and International Pension Plan


24.167

$
2,206,858

$
0Kevin J. Ninow

Huntsman Defined Benefit Pension Plan


19.500

$
233,027

$
0Supplemental Executive Retirement Plan




$
251,578

$
0


---

Of our named executive officers, Messrs. Peter R. Huntsman, Esplin and Scruggs were participants in 2008 in the Huntsman Pension
Plan and the Supplemental Executive Retirement Plan described in "Compensation Discussion and Analysis" above. The Supplemental Executive Retirement Plan provides defined benefit retirement benefits
that would otherwise have been available under the Huntsman Pension Plan but for statutory limitations applicable to tax-qualified plans. Both plans express benefits as a hypothetical cash
balance account established in each participant's name.

A
participant's account receives two forms of credits: "pay credits" and "interest credits." Pay credits equal a percentage of a participant's compensation and are credited to a
participant's account on an annual basis. "Compensation" for this purpose includes both salary and bonus as described in the "Summary Compensation Table." "Compensation" under the Huntsman Pension
Plan is subject to the compensation limit applicable to tax-qualified plans ($230,000 for 2008). The benefit that would be available under the Huntsman Pension Plan, but for this
limitation, is provided under the Supplemental Executive Retirement Plan. The applicable pay credit percentage ranges between 4% and 12% depending on the participant's combined age and years of
service as of the start of each plan year. The pay credits for the Huntsman Defined Benefit Pension Plan are $20,700 for Messrs. Huntsman,
Scruggs, and Ninow, and $18,400 for Mr. Esplin. The pay credits for the Supplemental Executive Retirement Plan are $201,285, $62,144, and $42,255, and $5,111 for Messrs. Huntsman,
Esplin, Scruggs, and Ninow, respectively.

"Interest
credits" for a plan year are based on the 30-year U.S. Treasury yield for November of the prior year. The minimum annual interest credit rate is 5.0%. The
interest credits for the Huntsman Defined Benefit Pension Plan are $17,447 for Mr. Huntsman, and $9,670, $10,181, and $5,204 for Messrs Esplin, Scruggs, and Ninow, respectively. The
interest credits for the Supplemental Executive

23

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Table of Contents

Retirement
Plan are $202,313, $29,722, $27,142, and $6,080 for Messrs. Peter R. Huntsman, Esplin, Scruggs, and Ninow, respectively.

In
addition, plan participants who met certain age and service requirements on July 1, 2004 are entitled to receive "transition credits." Transition credits are payable for up to
five years and equal a percentage of a participant's compensation. The applicable transition credit percentage is from 1% to 8% depending on the participant's combined age and years of service as of
July 1, 2004. The transition credits for the Huntsman Defined Benefit Pension Plan are $11,500 and $4,600 for Messrs. Huntsman and Esplin, and $6,900 for Messrs. Scruggs and
Ninow. The transition credits for the Supplemental Executive Retirement Plan are $111,825, $15,536, $14,085, and $1,704 for Messrs. Huntsman, Esplin, Scruggs, and Ninow, respectively. The
annual benefit payable under the Huntsman Pension Plan may be limited pursuant to certain statutory limits imposed on tax-qualified plans. The Supplemental Executive Retirement Plan
provides participants with the benefit in excess of those limitations.

Pursuant
to the terms of the Huntsman Pension Plan, at termination of employment after having completed at least three years of service, a participant will receive the amount then
credited to the participant's cash balance account in an actuarially equivalent joint and survivor annuity (if married) or single life annuity (if not married). Participants may also choose from other
optional forms of benefit, including a lump-sum payment in the amount of the cash balance account. The Huntsman Pension Plan also includes a minimum benefit that guarantees that a
participant's benefit will not be less than the benefit accrued under the prior formula at transition (July 1, 2004) plus the benefit attributable to pay credits, with interest credits,
beginning July 1, 2004. Under the prior plan provisions, the monthly basic benefit equaled one-twelfth of 1.4% of average earnings 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 as a life
annuity to the participant. The prior Supplemental Executive Retirement Plan mirrored the benefit from the Huntsman Defined Benefit Pension Plan. Early retirement 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 the Supplemental Executive Retirement Plan are paid 30 days following a participant's separation from service, unless the participant is a "specified
employee" for purposes of Section 409A of the Internal Revenue Code ("Section 409A") in which case payment will be delayed for six months. Vested benefits are paid in a single cash lump
sum unless the participant elects: (1) a life annuity, (2) a life annuity with payments guaranteed for 120 months, or (3) a joint and survivor annuity providing survivor
benefits equal to 50 or 100 percent (as elected by the participant) of the annuity payable to the participant. Benefits are unvested until the earlier to occur of: (1) completion of ten
years of service, (2) termination on account of death, "Disability," on or after attainment of "Normal Retirement Age," or (3) termination without "Reasonable Cause." Each named
executive officer is fully vested in his benefit under the Supplemental Executive Retirement Plan.

"Disability"
under the Huntsman Defined Benefit Pension Plan provides that for a disabled participant, service and benefit accruals continue for 24 months. After 24 months,
disabled participants are deemed to be terminated participants. Disability is defined as total and permanent disability, as determined by the administrator of the company's long-term
disability plan.

"Normal
Retirement Age" is retirement eligibility upon age 65 with 5 years of service under the Huntsman Defined Benefit Pension Plan and Supplemental Executive Retirement Plan.

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

24

---



Table of Contents

Messrs. Hulme
and Hankins participate in the Huntsman Pension Scheme in the U.K. The Huntsman Pension Scheme provides standard benefits equal to 2.2% (1/45th) of final pensionable
compensation up to $22,084 (£11,250), plus 1.83% of final pensionable compensation above $22,084 (£11,250), minus 1/50th of the current State pension benefit, times
actual years of service; subject to a maximum limit of 2/3rd of final pensionable compensation times actual years of service, divided by total possible service to retirement. Final
pensionable compensation is gross salary received during the 12 months prior to retirement less any profit sharing payments. These benefits include U.K. social security benefits. As of
December 31, 2008, Mr. Hankins had approximately 29 years of service in the U.K. and Mr. Hulme had approximately 6 years of service in the U.K. Both
Mr. Hankins and Mr. Hulme are fully vested in these benefits.

Mr. Hulme
participates in the International Pension Plan, which is a non-registered plan designed to protect the pension benefits of employees whose service involves
participation in pension plans in more than one country. Through the International Pension Plan, Mr. Hulme at retirement can
elect to receive a total pension benefit (which includes retirement benefits being provided by the Huntsman Belgium Pension Fund and the Huntsman Pension Scheme) that is the greater of (1) the
benefit under the Huntsman Pension Scheme (with slight modifications if he has less than 10 years of actual U.K. service) based upon his combined service in Belgium and the U.K. and his
U.K. notional salary, or (2) the benefit under the Huntsman Belgium Pension Fund based upon his combined service in Belgium and the U.K. Currently, the benefit under the International
Pension Plan using the Huntsman Pension Scheme is the most beneficial for Mr. Hulme, who had 25 years of total service as of December 31, 2008.

Nonqualified Deferred Compensation in Fiscal 2008

The table below provides information on the non-qualified deferred compensation of the named executive officers in 2008.
The named executive officers cannot withdraw any amounts from their deferred compensation balances until they either leave or retire from our Company. No withdrawals or distributions were made in
2008.

Name

Executive
Contributions(1)

Huntsman
Contributions(2)

Aggregate
Earnings(3)

Aggregate
Withdrawals/
Distributions

Aggregate
Balance
at Last FYEPeter R. Huntsman

$
0

$
182,070
(4)
$
18,924

$
0

$
813,560
(5)J. Kimo Esplin

$
96,960

$
44,800
(6)
$
47,408

$
0

$
1,322,367
(7)Samuel D. Scruggs

$
87,250

$
38,225
(8)
$
48,497

$
0

$
1,030,685
(9)Anthony P Hankins

$
51,688

$
53,188
(10)
$
38,397

$
0

$
744,754
(11)Paul G. Hulme

$
0

$
0

$
0

$
0

$
0Kevin J. Ninow

$
12,640

$
8,600
(12)
$
20,319

$
0

$
215,180
(13)


---

25

---



Table of Contents

As described above in our Compensation Discussion and Analysis, the Company sponsors two non-qualified defined contribution plans. The
Supplemental Savings Plan allows eligible executive officers to defer up to 75% of eligible salary and up to 75% of annual incentive award bonuses. The plan also provides for matching contributions
that would otherwise have been made by us to the participant's 401(k) Plan account but for the statutory 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 the compensation deferred is earned.

The
Supplemental Savings Plan provides for payment of benefits to a participant upon the earlier to occur of a "Change of Control" or a termination of the participant's service. Benefits
paid 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 of the participant) in either a single lump
sum payment or in substantially equal installments over a period selected by the participant that does not exceed ten years. In addition, the participant may request distribution of all or portion of
the amounts credited to his account upon an "Unforeseeable Emergency." Payments upon separation from service will be delayed six months in accordance with Section 409A in the event a
participant is a "specified employee" for purposes of Section 409A.

The
Supplemental Savings Plan defines a "Change of Control" as the occurrence of either of the following events:



In
addition, any "Change of Control" must also constitute a change in control for purposes of Section 409A.

A
participant will be deemed to have incurred an "Unforeseeable Emergency" if he suffers a severe financial hardship 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) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
participant's control determined by us to constitute an unforeseeable emergency for purposes of Section 409A.

As
described above in the Compensation Discussion and Analysis, the Supplemental Executive MPP Plan provides for benefits that would not otherwise be available under our MPP due to
statutory limitations imposed on tax-qualified retirement plans. The plan provides for the payment of vested benefits upon a participant's separation from service except to the extent the
participant is a "specified employee" for purposes of Section 409A in which case benefits will be delayed six months. A participant's benefits vest on the earlier to occur of
(1) completion of ten years of service, (2) termination on account of death, "Disability," or on or after attainment of "Normal Retirement Age," or (3) termination without
"Reasonable Cause." "Disability," "Normal Retirement Age," and "Reasonable Cause" have the same meanings as set forth above in our description of the Supplemental Executive Retirement Plan. Each named
executive officer is currently vested in his Supplemental Executive MPP Plan benefit.

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



26

---



Table of Contents



Participants
are entitled to elect the investment of their accounts under both the Supplemental Savings Plan and the Supplemental Executive MPP Plan. Although no assets may actually be
invested, a participant's benefit value is based on the gains or losses of the investments they choose. No above market or preferential earnings are provided under our non-qualified
defined contributions plans because the investment choices available under the plans are identical to the investment choices available in the Salary Deferral Plan and the Money Purchase Pension Plan.
Consequently none of the earnings reported in this table are included in the Summary Compensation Table. Participants may change their investment options at any time by submitting a change form to the
plan administrator.

The
table below lists the investment funds available to participants in the Huntsman Salary Deferral Plan, the Huntsman Supplemental Savings Plan, the Huntsman Money Purchase Pension
Plan and the Huntsman Supplemental Executive MPP Plan. The table also provides the rate of return for each fund for 2008. All funds and rates of return are the same for all four defined contribution
plans.

Investment Funds

2008 PerformancePIMCO Total Return Bond Fund


4.82
%American Century Inflation Adjusted Bond Fund


(0.87
)%Vanguard Institutional Index


(36.95
)%American Funds Growth Fund of America


(38.88
)%American Beacon Large Cap Value Institutional


(39.39
)%Vanguard Retirement Savings Trust II


4.49
%Vanguard Selected Value


(35.49
)%Fidelity Low Priced Stock


(36.17
)%Morgan Stanley Institutional Mid Cap Growth


(47.37
)%Royce Value Plus


(41.07
)%American Beacon ABF Small Cap Value


(31.93
)%American Century Real Estate


(43.13
)%Fidelity International Discovery


(44.28
)%First Eagle Overseas


(20.97
)%DFA Emerging Markets Value


(53.94
)%PIMCO Commodity Real Return Strategy


(43.33
)%Fidelity Freedom Income


(12.14
)%Fidelity Freedom Fund 2000


(14.00
)%Fidelity Freedom Fund 2010


(25.32
)%Fidelity Freedom Fund 2020


(32.12
)%Fidelity Freedom Fund 2030


(36.93
)%Fidelity Freedom Fund 2040


(38.80
)%Fidelity Freedom Fund 2050


(40.61
)%


Potential Payments upon Termination or Change of Control

As described above in the Compensation Discussion and Analysis, our named executive officers are entitled to potential severance
benefits under our Executive Severance Plan. In addition, equity awards granted under our Stock Incentive Plan provide for accelerated vesting upon a "Change of Control" as defined in the Stock
Incentive Plan at the discretion of our Compensation Committee. There are no material conditions or obligations applicable to the receipt of these payments or benefits.

The
tables below quantify the benefits available under these arrangements (assuming that the vesting of outstanding equity awards held by our named executive officers is accelerated by
our Compensation Committee). Pursuant to our Executive Severance Plan, each of our executive officers will be entitled to receive a single lump sum severance payment in an amount equal to two times
his or her annual base salary in the event of a termination without "Reasonable Cause" or upon a termination by the executive for "good reason." Messrs. Hankins and Hulme are citizens of the
United Kingdom and as such, their potential severance payment of 33 times their base monthly salary for termination under these circumstances is calculated in accordance with the terms of similarly
situated foreign associates.

27

---



Table of Contents

The Executive Severance Plan utilizes the same definition of "Reasonable Cause" as set forth above with respect to our Supplemental Executive Retirement Plan. A
termination for "Good Reason" will be deemed to occur upon voluntary termination of employment as a result of the significant detrimental reduction or change to the executive's job responsibilities or
in his current base compensation, or change in the executive's principal place of work by more than fifty miles from his or her principal place of work in effect immediately prior to such change,
which is not remedied by the Company within thirty days of written notice by the executive of the reduction or change.

A
"Change of Control" under the Stock Incentive Plan means the occurrence of any of the following:



Historically,
based on information provided by our compensation consultant, we determined that it was necessary to provide executives with two times base yearly compensation as severance
in order to attract and retain executive talent necessary for our business, as similar or greater amounts of severance were provided to executives at companies with whom we compete. For 2008, the
Compensation Committee kept severance at this same level, as information provided by the compensation consultant indicated that this level of severance is consistent with our objective of providing
compensation within range of the median paid to similarly situated executives at comparable companies against whom we compete.

As
described in "Compensation Discussion and AnalysisCompensation Peer Group" on page 7, information regarding potential payments to be made under termination
scenarios was included in the tally sheets provided to the Compensation Committee. While this information was available to the Compensation Committee when it reviewed other components of compensation
for 2008, it did not have a material effect on decisions regarding these other compensation components.

The
tables below reflect the compensation payable to or on behalf of each named executive officer (other than Kevin J. Ninow) upon retirement, disability, death, an involuntary
termination without cause or a change of control. The amounts shown assume that such termination or change of control was effective as of December 31, 2008, and thus includes amounts earned
through such time. The actual amounts we will be required to disburse can only be determined at the time of the applicable circumstance. Amounts payable under the Supplemental Savings and Supplemental
Money Purchase Pensions plans are described in the Nonqualified Deferred Compensation table above.

In
connection with Mr. Ninow's departure as Division President, Base Chemicals, on June 1, 2008, and in accordance with our Executive Severance Plan, we paid a severance in
the amount of $710,000, representing a payment equal to two times his annual salary and a lump sum payment of $50,829 upon his election of COBRA coverage. In addition, Mr. Ninow received $1,745
for earned but unused vacation.

28

---



Table of Contents

Potential Payments for Peter R. Huntsman

Retirement

Disability

Death

Involuntary
Termination
without Cause

Change in
ControlCompensationCash Severance(1)

$
0

$
0

$
0

$
2,929,000

$
0Stock and Options (unvested & accelerated)(2)

$
0

$
0

$
0

$
0

$
840,767Benefit PlansCash Balance Pension(3)

$
398,583

$
398,583

$
398,583

$
398,583

$
0Supplemental Cash Balance Pension(3)

$
4,561,691

$
4,561,691

$
4,561,691

$
4,561,691

$
0Health & Welfare(4)

$
0

$
0

$
0

$
16,943

$
0Outplacement Services(5)

$
0

$
0

$
0

$
9,000

$
0


---

Potential Payments for J. Kimo Esplin

Retirement

Disability

Death

Involuntary
Termination
without Cause

Change in
ControlCompensationCash Severance(1)

$
0

$
0

$
0

$
979,000

$
0Stock and Options (unvested & accelerated)(2)

$
0

$
0

$
0

$
0

$
201,601Benefit PlansCash Balance Pension(3)

$
226,058

$
226,058

$
226,058

$
226,058

$
0Supplemental Cash Balance Pension(3)

$
701,861

$
701,861

$
701,861

$
701,861

$
0Health & Welfare(4)

$
0

$
0

$
0

$
15,680

$
0Outplacement Services(5)

$
0

$
0

$
0

$
9,000

$
0


---

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Table of Contents

Potential Payments for Samuel D. Scruggs

Retirement

Disability

Death

Involuntary
Termination
without Cause

Change in
ControlCompensationCash Severance(1)

$
0

$
0

$
0

$
884,000

$
0Stock and Options (unvested & accelerated)(2)

$
0

$
0

$
0

$
0

$
201,601Benefit PlansCash Balance Pension(3)

$
241,386

$
241,386

$
241,386

$
241,386

$
0Supplemental Cash Balance Pension(3)

$
626,322

$
626,322

$
626,322

$
626,322

$
0Health & Welfare(4)

$
0

$
0

$
0

$
6,272

$
0Outplacement Services(5)

$
0

$
0

$
0

$
9,000

$
0


---

Potential Payments for Anthony P. Hankins

Retirement

Disability

Death

Involuntary
Termination
without Cause

Change in
ControlCompensationCash Severance(1)

$
0

$
0

$
0

$
1,927,010

$
0Stock and Options (unvested & accelerated)(2)

$
0

$
0

$
0

$
0

$
120,957Benefit PlansUK Pension Benefit Annuities

$
328,490
(3)
$
462,661

$
400,973

$
328,490

$
0Health & Welfare

$
0

$
0

$
0

$
0

$
0Outplacement Services(4)

$
0

$
0

$
0

$
9,000

$
0


---

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Potential Payments for Paul G. Hulme

Retirement

Disability

Death

Involuntary
Termination
without Cause

Change in
ControlCompensationCash Severance(1)

$
0

$
0

$
0

$
1,384,071

$
0Stock and Options (unvested & accelerated)(2)

$
0

$
0

$
0

$
0

$
109,388Benefit PlansBelgian Pension Plan / International Pension Plan(3)

$
225,612

$
306,832

$
161,087

$
246,669

$
0Health & Welfare

$
0

$
0

$
0

$
0

$
0Outplacement Services(4)

$
0

$
0

$
0

$
15,360

$
0


---

Director Compensation for Fiscal 2008

Annual compensation for non-employee directors is comprised of cash and stock-based equity compensation. Such cash
compensation consisted of an annual retainer and supplemental retainers for the chairs and members of Board committees. Stock-based equity compensation consisted of restricted stock or restricted
stock units. Directors who were not independent did not receive annual or supplemental retainers. Accordingly, Jon M. Huntsman and Peter R. Huntsman did not receive annual retainers or supplemental
retainers for serving on our Board.

Each
component of non-employee director compensation is described in more detail below, and the total 2008 compensation for our non-employee directors is shown in
the following table:

Name

Fees Earned or
Paid in Cash
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)(3)

All Other
Compensation
($)(4)

Total
($)Jon M. Huntsman,
Executive Chairman(5) and Litigation Committee

$


$


$


$
16,227,028
(6)
$
16,227,028Nolan D. Archibald,
Compensation Committee Chairman(7)

$
130,000

$
106,380

$
93,800

$
6,300

$
336,480Marsha Evans,
Nominating & Governance Committee

$
130,000

$
106,380

$
93,800

$
4,411

$
334,591H. William Lichtenberger,
Vice Chairman & Lead Director,(8) Nominating & Governance Committee Chair and Audit Committee

$
160,000

$
106,380

$
93,800

$
4,411

$
364,591Richard Michaelson,
Audit Committee Chairman and Nominating & Governance Committee

$
175,000

$
106,380

$
93,800

$
6,300

$
381,480Wayne A. Reaud,
Litigation Committee Chairman and Compensation Committee(9)

$
140,000

$
106,380

$
93,800

$
6,300

$
346,480Alvin V. Shoemaker,
Compensation Committee and Audit Committee

$
150,000

$
106,380

$
93,800

$
4,411

$
354,591


---

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The Board believes that compensation for non-employee directors should be competitive and should fairly compensate directors for the
time and skills devoted to serving our Company but, for independent directors, should not be so great as to compromise independence. With the assistance of outside compensation consultants, the
Compensation Committee periodically reviews our director compensation practices and compares them against the practices of a selected peer group of companies as well as against the practices of public
company boards generally.

During
2008, the compensation structure for our non-employee directors remained unchanged from 2007. Non-employee directors received an annual cash retainer of
$120,000 (paid in quarterly installments) and an annual restricted stock-based award with a value of $120,000 on the grant date. The annual restricted stock-based awards vest in three equal annual
installments beginning on the first anniversary of the grant date. Each member of the Audit Committee
received an additional annual cash retainer of $20,000, and each member of the Compensation and Governance 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 Governance committees each received annual cash retainers of $10,000, in each case in
addition to the retainers received for being members of these committees.

Effective
January 1, 2009, the Board approved the following changes to the compensation structure for non-employee directors: The Lead Director receives an additional
annual cash retainer of $50,000. The chairperson of the Audit Committee receives an additional annual cash retainer of $30,000, and the chairpersons of the Litigation Committee (formed in November
2008), Compensation Committee and Governance Committee each receive an additional annual cash retainer of $20,000. Annual stock based awards now vest immediately in whole on the grant date.

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In
connection with the new compensation structure, we offer participation in the Huntsman Outside Directors Elective Deferral Plan. This is an unfunded nonqualified plan established
primarily for the purpose of providing our independent directors with the ability to defer the receipt of director fees. Benefits under the plan are payable in cash distributable either in a lump sum
or in installments beginning 30 days after the director ceases to be a member of our Board. On December 3, 2008, we approved a third amendment to the Huntsman Outside Director Elective
Deferral Plan, whereby directors were allowed a one-time opportunity to elect full payment for his/her deferral account, valued as of a date specified on an election form, while
maintaining service on the Board. This window of opportunity closed on December 31, 2008. Any elected payouts were required to be made in 2009 or after.

Directors
who are not independent do not receive annual or supplemental fees. All of our directors are reimbursed for reasonable out-of-pocket expenses incurred
for attending meetings of our Board or its committees and for other reasonable expenses related to the performance of their duties as directors. During 2008, in the case of Jon M. Huntsman,
this included a per diem amount of $100 for each day that he travels on Company business.

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of our Board's Compensation Committee are Nolan D. Archibald (Chair), Wayne A. Reaud and Alvin V. Shoemaker. None
of the members of the Compensation Committee has at any time been an officer or employee of Huntsman Corporation or any of its subsidiaries nor has had any substantial business dealings with Huntsman
Corporation or any of its subsidiaries. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers
serving as a member of our Board or Compensation Committee.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

Equity Compensation Plan Information for Fiscal 2008

The Huntsman Corporation Stock Incentive Plan allows for the issue of 21,590,909 shares of our common stock, par value $0.01 per share,
to employees and consultants of our Company and its subsidiaries and to members of our Board. The following table outlines securities authorized for issuance under our stockholder approved equity plan
as of December 31, 2008.

Plan Category

Securities to be issued upon
exercise of outstanding
options, warrants and rights
(#)

Weighted-average exercise
price of outstanding options,
warrants and rights
($)

Securities remaining available
for future issuance under
equity compensation plans
(#)Equity compensation plans approved by security holders


6,358,587

$
21.33


13,335,947


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding beneficial ownership of our common stock as of April 15, 2009
by:



Under
the regulations of the SEC, shares are generally deemed to be "beneficially owned" by a person if the person directly or indirectly has or shares voting power or investment power
(including the power to dispose) over the shares, whether or not the person has any pecuniary interest in the shares, or if the person has the right to acquire voting power or investment power of the
shares within 60 days, including through the exercise of any option, warrant or right. In accordance with the regulations of the SEC, in computing the number of shares of common stock
beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of common stock subject to options or other rights held by the person that are
currently exercisable or exercisable within 60 days of April 15, 2009. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any
other person.

Beneficial Ownership(1)Name of Beneficial Owner

Shares

Percent(2)5% or more beneficial owners:HMP Equity Trust(3)


47,835,325


20.1
%Huntsman Family Holdings Company LLC(3)


47,835,325


20.1
%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


20.1
%The Jon and Karen Huntsman Foundation


21,782,000


9.2
%Directors and named executive officers:Jon M. Huntsman(3)(5)


70,276,925


29.6
%Nolan D. Archibald(6)


126,304


*Marsha J. Evans(7)


142,081


*Peter R. Huntsman(3)(8)


50,629,078


21.2
%H. William Lichtenberger(9)


213,435


*Richard A. Michaelson(10)


120,304


*Wayne E. Reaud(11)


1,485,404


*Alvin V. Shoemaker(12)


117,081


*J. Kimo Esplin(13)


739,329


*Samuel D. Scruggs(14)


827,516


*Anthony P. Hankins(15)


518,010


*Paul G. Hulme(16)


264,313


*Kevin J. Ninow(17)


200,714


*All directors and executive officers as a group (20 persons)(3)(5)(8)(18)


79,150,455


32.8
%


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ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures

Effective as of February 1, 2007, the Board adopted a policy and the procedures for review, approval and monitoring of
transactions involving our Company and "related
persons" (directors, executive officers, stockholders owning five percent or greater of our common stock, or their respective immediate family members). The policy covers any related person
transaction involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest.

Related
person transactions must be approved by the Audit Committee, which will approve the transaction only if it determines that the transaction is in, or is not inconsistent with, our
interests. In evaluating the transaction, the Audit Committee will consider all relevant factors, including as applicable (1) the benefit to us in entering into the transaction; (2) the
alternatives to entering into a related person transaction; and (3) whether the transaction is on terms comparable to those available to third parties.

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If
a director is involved in the transaction, he or she will be recused from all discussions and decisions about the transaction. The transaction must be approved in advance of its
consummation. The Audit Committee will periodically monitor the transaction to ensure that there are no changed circumstances that would render it advisable for us to amend or terminate the
transaction and will review the transaction annually to determine whether it continues to be in our interests.

The
Committee approved the RBF Holdings LLC transaction described below in accordance with the above policy and continues to monitor the other arrangements described below
consistent with the above policy although such arrangements had been entered into prior to the policy's adoption.

Transactions



Pursuant to an agreement entered into in 2001, our subsidiary Airstar Corporation ("Airstar") subleases a Gulfstream IV-SP
Aircraft (the "Aircraft") from
Jstar Corporation ("Jstar"), a corporation wholly owned by Jon M. Huntsman. Monthly sublease payments from Airstar to Jstar are in the approximate amount of $195,000. These monthly sublease payments
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 for such third-party's part-time use of the
Aircraft (or an alternate owned by us if the Aircraft is unavailable), subject to an annual adjustment, which we believe to be at least fair market value for the number of flight hours used by such
third party. We bear all other costs of operating the Aircraft. In accordance with our Aircraft Use Policy, we have entered into aircraft time-sharing agreements with certain members of
the Huntsman family, pursuant to which these persons pay for the costs of their personal use of the Aircraft.



On April 28, 2009, we and Mr. Jon M. Huntsman mutually terminated an agreement we had entered into with Mr. Huntsman on
June 3, 2003, pursuant to which Mr. Huntsman provided consulting services to us at our request. Pursuant to this agreement, Mr. Huntsman provided advice and other business
consulting services at our request regarding our products, customers, commercial and development strategies, financial affairs and administrative matters based upon his experience and knowledge of our
business, the industry and the markets within which we compete. Mr. Huntsman's services were utilized both with respect to the conduct of our business in the ordinary course and with respect to
strategic development and specific projects. Under the terms of the agreement, which renewed automatically for successive one-year terms, Mr. Huntsman received $950,000 annually for
his services. Following the agreement's termination on April 28, 2009, we re-established an employment relationship with Mr. Huntsman. For information regarding our
compensation arrangements with Mr. Huntsman, please see "Compensation Discussion and AnalysisAircraft Use Policy" and "Director Compensation for Fiscal 2008" above.



An agreement was reached prior to our IPO in February 2005 with the Jon and Karen Huntsman Foundation, a private charitable foundation
established by Jon M. and Karen H. Huntsman to further the charitable interests of the Huntsman family, that we will donate our Salt Lake City office building and our option to acquire 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 the Salt Lake City office building. Under certain circumstances, after we make this donation we will have the right, but not the obligation, to lease space in the Salt Lake City office
building from the foundation. As of December 31, 2008, our Salt Lake City office building had a net book value of approximately $8.7 million.

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The following table shows the compensation in excess 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 and Jon M. Huntsman) for services as officers or employees of ours in the fiscal year
ended December 31, 2008.

Name

Salary

Bonus

Other CompensationDavid S. Parkin(1)

$
274,100

$
0

$
239,035
(2)James H. Huntsman(3)

$
244,600

$
0

$
0








Effective as of August 6, 2007, we entered into several related agreements with RBF Port Neches LLC, a company formed to
develop and manufacture biodiesel ("RBF"). We believe that a subsidiary of MatlinPatterson indirectly owns approximately 47% of the equity interests in RBF on a fully diluted basis. David J. Matlin
and Christopher R. Pechock, former directors who resigned from our Board in August 2007, are affiliates of MatlinPatterson.

Pursuant
to the agreements, we have agreed to lease to RBF two parcels of land of approximately 12.8 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 year thereafter unless terminated by either party upon three years' prior notice. The leases require annual lease payments of
approximately $65,000 for the 12.8 acre parcel and $85,000 for the 17 acre parcel.

RBF
owns and is responsible for the design and construction of the biodiesel facility, which is expected to be capable of manufacturing up to approximately 180 million gallons of
biodiesel annually. We own all ancillary facilities necessary to deliver certain utilities and raw materials to the biodiesel facility. Under the agreements, RBF determines the production rate and
maintains responsibility for its order processing and product transportation, and we provide the manufacturing and operating services RBF
requires. We have agreed to provide certain utilities to the facility, including steam and condensate, wastewater disposal, water, air and nitrogen, and have agreed to manufacture biodiesel at the
facility on a "cost-plus" basis. We have also agreed to supply methanol and caustic soda to the facility to the extent we continue to use and have available these raw materials at our
adjacent plant. RBF will be responsible for procuring and supplying all other raw materials required. In addition, RBF granted us a continuing right of first refusal (except under certain
circumstances) to purchase all of the glycerin produced as a by-product at the facility.



In connection with a reorganization transaction we consummated upon the completion of our initial public offering, we entered into a
registration rights agreement dated February 10, 2005 (the "Registration Rights Agreement") with Huntsman Family Holdings and MatlinPatterson pursuant to

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which
they have demand and piggyback registration rights for the shares of our common stock controlled by them. On July 12, 2007, we entered into an amended and restated registration rights
agreement with entities controlled by MatlinPatterson and the Huntsman family and certain other stockholders party thereto, which amended and restated the Registration Rights Agreement to permit
entities controlled by MatlinPatterson to exercise a demand registration right to cause a registration statement covering all of MatlinPatterson's common stock to be filed with the Commission. The
agreement provides that we will pay the costs and expenses, other than underwriting discounts and commissions, related to the registration and sale of shares of our common stock that are registered
pursuant to the agreement. The agreement contains customary registration procedures and indemnification and contribution provisions for the benefit of Huntsman Family Holdings, MatlinPatterson and us.
In addition, all of our stockholders who received shares of our common stock in the reorganization transaction, including certain of our directors, executive officers and other key officers, have the
right to include their shares in certain registrations. Our Executive Chairman, Jon M. Huntsman, and our Chief Executive Officer and director, Peter R. Huntsman, are affiliates of Huntsman Family
Holdings. In addition, our executive officers J. Kimo Esplin, L. Russell Healy and Samuel D. Scruggs, are parties to the 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 the agreement.



We entered into indemnification agreements with our directors and officers, including each of our named executive officers, in
connection with the completion of our initial
public offering. Pursuant to these agreements, we agree to provide customary indemnification to our officers and directors against expenses incurred by such persons in connection with their service as
directors or officers (as applicable) or in connection with their service at our request as directors, officers, trustees, employees or agents of other entities.

Board Independence

It is important to our Company for investors to have confidence that the individuals serving as independent directors on our Board do
not have a relationship with us that would impair their independence. Under the NYSE corporate governance rules, our Board must have a majority of independent directors. For a director to qualify as
independent, our Board must affirmatively determine that the director has no material relationship with our Company, either directly or as a partner, shareholder or officer of an organization that has
a relationship with our Company. To assist it in making independence determinations, our Board has adopted independence definitions and standards which can be found on our website at www.huntsman.com.
Under these standards, a director is not independent if:



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Our
Board has evaluated all relevant transactions or relationships between each director, or any of his or her family members, and our company, senior management and independent
registered accounting firm, including the relationships discussed under "Certain Relationships and Related TransactionTransactions." Based on this evaluation, our Board has determined
that Ms. Evans and Messrs. Archibald, Lichtenberger, Michaelson, Reaud and Shoemaker, who constitute a majority of our Board, are independent. The six independent directors comprise in
full the membership of each standing Board committee described in this report.

Jon
M. Huntsman, the Executive Chairman of our Board, is not considered to be an independent director because he is the father of Peter R. Huntsman, our President, Chief Executive
Officer and director, and because of his employment with us. Peter R. Huntsman, our President and Chief Executive Officer, is not considered to be an independent director because of his employment
with us.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Billed by Deloitte & Touche

The following table shows the aggregate fees billed by Deloitte & Touche, the member firms of Deloitte Touche Tohmatsu and their
respective affiliates in each of the last two fiscal years for the services indicated (dollars in millions):

2008

2007Audit Fees

$
11.6

$
13.4Audit-Related Fees


0.4


0.3Tax Fees


4.8


4.0All Other Fees


0.4


Total

$
17.1

$
17.7


Audit Fees.Fees for audit services include fees associated with annual integrated audits, reviews of annual reports on Form 10-K
and quarterly reports on Form 10-Q, statutory audits required internationally, services related to comfort letters and consents and assistance with other filings and public offering
documents filed with the SEC.

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

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Tax Fees.Fees for tax services include tax compliance, tax advice and tax planning including, but not limited to, international tax
compliance and
advice, federal and state tax advice, mergers and acquisitions tax 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 not included in audit fees, audit-related fees and tax fees. For 2008, the
$0.4 million of all other fees related to global trade advisory services.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has, by resolution, adopted policies and procedures regarding the pre-approval of the performance by
Deloitte & Touche of certain audit and non-audit services. Deloitte & Touche may not perform any service enumerated in Section 201(a) of the Sarbanes-Oxley Act of
2002, except as may otherwise be provided by law or regulation. Deloitte & Touche may not perform any service unless the approval of the Audit Committee is obtained prior to the performance of
the services, except as may otherwise be provided by law or regulation. The Audit Committee 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 other tax services and audit-related services. The Audit Committee has
delegated to the Compensation Committee chairperson the power to pre-approve services beyond those previously described, provided that no services may be approved that are prohibited
pursuant to Section 201(a) of the Sarbanes-Oxley Act of 2002 or that appear reasonably likely to compromise the independence of Deloitte & Touche. Any pre-approval granted by
the chairperson is reviewed by the Audit Committee at its next regularly scheduled meeting. In addition, the Audit Committee receives an annual report detailing the prior year's expenditures
consistent with the SEC's accountant fee disclosure requirements.

Since
2003, the Audit Committee has approved all audit and permissible non-audit services prior to such services being provided by Deloitte & Touche.

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Table of Contents

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX

Number

Description1.1

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 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

Certificate of Designations, Preferences and Rights of 5% Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed on February 16,
2005)3.2

Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1(i) to our current report on Form 8-K filed on November 26, 2008)3.3

Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1(ii) to our current report on Form 8-K filed on November 26, 2008)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 115/8% Senior Secured Notes due 2010
(incorporated by reference to Exhibit 4.36 to Huntsman LLC's registration statement on Form S-4 filed on January 29, 2004 (File No. 333-112279))4.2

Form of Unrestricted 115/8% Senior Secured Note due 2010 (included as Exhibit A-2 to Exhibit 4.1)


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Table of Contents

Number

Description4.3

Form of Guarantee relating to the 115/8% Senior Secured Notes due 2010 (included as Exhibit E to Exhibit 4.1)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 111/2% Senior Notes due 2012 and Senior
Floating Rate Notes due 2011 (incorporated by reference to Exhibit 4.1 to Huntsman LLC's quarterly report on Form 10-Q for the three months ended June 30, 2004, filed on August 16, 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 111/2% 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
73/8% Senior Subordinated Notes due 2015 and the 71/2% Senior Subordinated Notes due 2015 (incorporated by reference to Exhibit 4.1 to Huntsman International LLC's current report on
Form 8-K filed on December 23, 2004)4.9

Form of Restricted 73/8% Senior Subordinated Note denominated in dollars due 2015 (included as Exhibit A-1 to Exhibit 4.8)4.10

Form of Restricted 71/2% Senior Subordinated Note denominated in euros due 2015 (included as Exhibit A-2 to Exhibit 4.8)4.11

Form of Unrestricted 73/8% Senior Subordinated Note denominated in dollars due 2015 (included as Exhibit A-3 to Exhibit 4.8)4.12

Form of Unrestricted 71/2% 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 on February 16, 2005)4.15

Form of stock certificate of Huntsman Corporation (incorporated by reference to Exhibit 4.68 to amendment No. 3 to our registration statement on Form S-1 filed on February 8, 2005 (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 111/2%
Huntsman LLC Senior Notes due 2012 and Huntsman LLC Senior Floating Rate Notes due 2011 (incorporated by reference to Exhibit 4.1 to Huntsman LLC's current report on Form 8-K filed on 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 115/8%
Huntsman LLC Senior Secured Notes due 2010 (incorporated by reference to Exhibit 4.2 to Huntsman LLC's current report on Form 8-K filed on July 15, 2005)


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Number

Description4.19

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 73/8% Senior Subordinated Notes due 2015 and euro denominated
71/2% Senior Subordinated Notes due 2015 (incorporated by reference to Exhibit 4.4 to Huntsman International LLC's current report on Form 8-K filed on 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 115/8% 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 on August 22, 2005)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 111/2% Senior Notes due 2012 and Senior Floating Rate Notes due 2011, originally issued by Huntsman LLC (incorporated by
reference to Exhibit 4.10 to Huntsman International LLC's current report on Form 8-K filed on 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 to our registration statement on Form S-8 filed on
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 on
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
77/8% Senior Subordinated Notes due 2014 and the €400,000,000 67/8 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 77/8% Senior Subordinated Note denominated in dollars due 2014 (included as Exhibit A-1 to Exhibit 4.24)4.26

Form of Restricted 67/8% Senior Subordinated Note denominated in euros due 2013 (included as Exhibit A-2 to Exhibit 4.24)4.27

Form of Unrestricted 77/8% Senior Subordinated Note denominated in dollars due 2014 (included as Exhibit A-3 to Exhibit 4.24)4.28

Form of Unrestricted 67/8% 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 77/8% 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)


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Number

Description4.30

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

Aircraft Dry Lease, dated as of September 14, 2001, between Jstar Corporation and Airstar Corporation (incorporated by reference to Exhibit 10.10 to amendment No. 1 to the registration statement on
Form S-4 of Huntsman LLC filed on February 11, 2004 (File No. 333-112279))10.2

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 amendment No. 1 to the
registration statement on Form S-4 of Huntsman International LLC (File No. 333-106482))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 amendment No. 4 to our registration statement on Form S-1
filed on February 8, 2005 (File No. 333-120749))10.5

Pledge, Assignment and Collateral Agency Agreement dated February 16, 2005 between the Company and Citibank, N.A. (incorporated by reference to Exhibit 10.18 to amendment No. 4 to our registration
statement on Form S-1 filed on February 8, 2005 (File No. 333-120749))10.6

Huntsman Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to amendment No. 4 to our registration statement on Form S-1 filed on February 8, 2005 (File
No. 333-120749))10.7

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.20 to amendment No. 4 to our registration statement on Form S-1 filed on February 8, 2005 (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 amendment No. 4 to our registration statement on Form S-1 filed on
February 8, 2005 (File No. 333-120749))10.9

Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.22 to amendment No. 4 to our registration statement on Form S-1 filed on February 8, 2005 (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 amendment No. 4 to our registration statement on Form S-1 filed on
February 8, 2005 (File No. 333-120749))10.11

Form of Executive Severance Plan (as amended and restated) (incorporated by reference to Exhibit 10.24 to amendment No. 4 to our registration statement on Form S-1 filed on February 8, 2005 (File
No. 333-120749))


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Number

Description10.12

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.25 to amendment No. 4 to our registration statement on Form S-1 filed on February 8, 2005 (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 amendment No. 2 to our registration statement on Form S-1 filed on January 28, 2005 (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, filed on May 11, 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 115/8% 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 to our current report on Form 8-K filed December 30, 2005)10.22

Huntsman Supplemental Executive MPP Plan (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed December 30, 2005)10.23

Amended and Restated Huntsman Supplemental Savings Plan (incorporated by reference to Exhibit 10.3 to our current report on Form 8-K filed December 30, 2005)10.24

Huntsman Outside Directors Elective Deferral Plan (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed December 30, 2005)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)


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Number

Description10.26

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

Second Amendment to the Second Amended and Restated Pooling Agreement, among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, the Series 2000-1 conduit purchasers party thereto, the several
financial institutions party thereto as Series 2000-1 APA banks, the several financial institutions party thereto as funding agents, JPMorgan Chase Bank, N.A. as administrative agent and BNY Financial Services plc, the successor to
J.P. Morgan Bank (Ireland) plc, as trustee, The Bank of New York Mellon, and JPMorgan Chase Bank, N.A., dated as of November 13, 2008 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on
November 19, 2008)10.28

Second Amended and Restated 2000-1 Supplement to Second Amended and Restated Pooling Agreement, among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, 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 BNY Financial Services plc,
 the successor to J.P.Morgan (Ireland) plc, as trustee, dated as of November 13, 2008 (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed on November 19, 2008)10.29

Amendment to the Second Amended and Restated Servicing Agreement, among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, the various affiliates of Huntsman International LLC party thereto as local
servicers, Huntsman International LLC, as servicer guarantor, BNY Financial Services plc, the successor to J.P.Morgan Bank (Ireland), as trustee, and PricewaterhouseCoopers LLP, as liquidation servicer, dated as of November 13,
2008 (incorporated by reference to Exhibit 10.3 to our current report on Form 8-K filed on November 19, 2008)10.30

Settlement Agreement and Release, dated December 14, 2008, among Huntsman Corporation, Jon M. Huntsman, Peter R. Huntsman, Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub,
 Inc., Craig O. Morrison, Leon Black, Joshua J. Harris and Apollo Global Management, LLC and certain of its affiliates (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on
December 15, 2008)10.31

Letter Agreement, dated December 14, 2008, among Huntsman Corporation, Jon M. Huntsman, Peter R. Huntsman, Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub, Inc.,
Craig O. Morrison, Leon Black, Joshua J. Harris and Apollo Global Management, LLC and certain of its affiliates (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed on December 15,
2008)10.32

Note Purchase Agreement, dated December 23, 2008, by and among Huntsman Corporation and Apollo Investment Fund VI, L.P. and certain of its affiliates (incorporated by reference to Exhibit 10.1 to our
current report on Form 8-K filed on December 23, 2008)10.33

Registration Rights Agreement, dated December 23, 2008, by and among Huntsman Corporation and Apollo Investment Fund VI, L.P. and certain of its affiliates (incorporated by reference to Exhibit 10.2 to
our current report on Form 8-K filed on December 23, 2008)


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Table of Contents

Number

Description10.34

Voting and Standstill Agreement, dated December 23, 2008, by and among Huntsman Corporation and Apollo Investment Fund VI, L.P. and certain of its affiliates (incorporated by reference to Exhibit 10.3 to
our current report on Form 8-K filed on December 23, 2008)10.35

Waiver to Credit Agreement dated April 16, 2009 among Huntsman International LLC and the Revolving Lenders party thereto (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K
filed on April 16, 2009)21.1

Subsidiaries of the Company23.1

Consent of Independent Registered Public Accounting Firm31.1
*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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SIGNATURES

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

Dated:
April 30, 2009

HUNTSMAN CORPORATIONHUNTSMAN INTERNATIONAL LLC/s/ J. KIMO ESPLIN J. Kimo Esplin Executive Vice President and Chief Financial Officer


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