AMENDMENT TO THE HUNTSMAN CORPORATION STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

WHEREAS, the Company previously adopted a form for the Agreements with respect to Nonqualified Stock Options to be awarded under the Plan;

WHEREAS, the Agreements provided for specific terms in Section 3 thereof regarding the method of payment of the aggregate Exercise Price for the Shares being purchased pursuant to such Nonqualified Stock Options;

WHEREAS, the Committee has determined that it is in the best interest of the eligible participants to provide for additional terms in Section 3 of the Agreements regarding the method of payment of the aggregate exercise price for the shares being purchased pursuant to such Agreement in accordance with the Plan; and

WHEREAS, the Committee approves, for purposes of section 16 of the Exchange Act, any remittance of Shares back to the Company in net settlement or otherwise;

NOW THEREFORE, for and in consideration of the foregoing and the agreements contained herein, the Agreements shall be amended as follows:

1.                                      Amendment to Section 3 of the Agreement.  Section 3 of the Agreements shall be amended and restated as follows:

“3.                                Method of Payment.  Payment of the aggregate Exercise Price for the Shares being purchased shall be by any of the following, or a combination thereof, at your election:  (a) cash; (b) check; (c) consideration received by the Company under a cashless broker exercise program approved by the Company; (d) the withholding or “netting” of Shares having an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares being purchased; or (e) any other lawful method of payment requested by the Grantee and approved by the Committee.”