Exhibit 10.29

EXECUTION COPY

FIRST AMENDMENT TO AMENDED AND RESTATED POOLING AGREEMENT

This First Amendment to Amended and Restated Pooling Agreement, dated as of October 21, 2002 (this
"Amendment"), is among HUNTSMAN RECEIVABLES FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (the
"Company"), HUNTSMAN (EUROPE) BVBA, a corporation organized under the laws of Belgium (in its capacity as master servicer, the
"Master Servicer") and J.P. MORGAN BANK (IRELAND) PLC, (f/k/a CHASE MANHATTAN BANK (IRELAND) plc), a banking institution organized under the laws of
Ireland, not in its individual capacity, but solely as trustee (in such capacity, the "Trustee").

WHEREAS,
the parties hereto have previously entered into Amended and Restated Pooling Agreement, dated as of June 26, 2001 (the "Pooling
Agreement");

WHEREAS,
pursuant to Section 10.01(a) of the Pooling Agreement, the Pooling Agreement may be amended in writing from time to time by the Master Servicer, the Company and the
Trustee with the written consent of the Funding Agent and without the consent of any Holder under certain circumstances;

WHEREAS,
the parties hereto desire to amend the Pooling Agreement as set forth herein in connection with the addition of originators of receivables to the master trust securitization
contemplated by the Pooling Agreement;

NOW,
THEREFORE, the Company, the Master Servicer and the Trustee, with the consent of the Funding Agent, hereby agree as follows:



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"United States

100
%United Kingdom

100
%Belgium

100
%Italy

100
%The Netherlands

100
%France

15
%Spain

5
%"




[SIGNATURE
PAGE FOLLOWS]

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This First Amendment to Pooling Agreement shall amend the Pooling Agreement effective as of the date hereof.

|By: | HUNTSMAN RECEIVABLES FINANCE LLC, as the Company                                     |  | By: | HUNTSMAN (EUROPE) BVBA, as Master Servicer
|--- | ------------------------------------------------------------------------------------ |  | --- | ------------------------------------------
|By: | /s/PETER R. HUNTSMANAuthorized Signatory                                             |  | By: | /s/J. KIMO ESPLINAuthorized Signatory     
|    | Name:  Peter R. Huntsman                                                             |  |     | Name:  J. Kimo Esplin                     
|    | Title:President                                                                      |  |     | Title:Manager                             
|By: | J.P. MORGAN BANK (IRELAND) PLC, not in its individual capacity but solely as Trustee |  |     |                                           
|By: | /s/DEAN FLETCHERAuthorized Signatory                                                 |  |     |                                           
|    | Name:  Dean Fletcher                                                                 |  |     |                                           
|    | Title:Director                                                                       |  |     |                                           

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