GIFT AGREEMENT

This GIFT AGREEMENT (the "Agreement") is delivered to be effective as of the day of, 200 (the "Effective Date") by and among HUNTSMAN GROUP INC., a Delaware corporation (the "Company"), and the JON AND KAREN HUNTSMAN FOUNDATION, a private charitable foundation under the provisions of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, (the "Foundation").

Background

The Foundation is a private charitable foundation organized under the provisions of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, by Jon M. and Karen H. Huntsman, in order to further the charitable intent of the Huntsman family. Currently, nine of the ten voting trustees of the Foundation are members of the Huntsman family, the majority of whom are employees, officers or directors of the Company and/or its affiliated companies.

The parties desire the charitable contribution made by this Agreement to be made in compliance with all of the applicable provisions of the Code, and accompanying Treasury Regulations governing charitable foundations under the Code, as interpreted and applied by the Internal Revenue Service.

The Company owns, by and through its subsidiary, Huntsman Headquarters Corporation, a Utah corporation, the office building located at 500 Huntsman Way, Salt Lake City, Utah 84108 (the "Building"), together with the leasehold interest in the land on which the Building is erected and all obligations pursuant thereto (the "Ground Lease"), and an option to acquire certain adjacent real property (the "Option," and together with the Ground Lease, the "Real Property Interests").

The Company, having previously indicated its intent, now desires to make a substantial gift and charitable contribution to the Foundation consisting of the Building and the Real Property Interests, as well as certain appurtenances and fixtures. The parties desire to set forth the terms and conditions of such gift and contribution in this Agreement.

NOW, THEREFORE, the Company, intending to be legally bound by the terms of this Agreement, and for the purposes herein set forth, does hereby declare and agree as follows:

Section 1. Gift, Contribution and Donation.

The Company hereby agrees to give or to cause its subsidiary to give to the Foundation, as a charitable gift, the Building and the Real Property Interests more particularly described at Schedule A hereto, and certain fixtures and appurtenances more particularly identified on Schedule B hereto, on or before the earlier to occur of (a) November 30, 2009 or (b) the date on which the Company and its subsidiaries occupy less than 20% of the office space located on the 2nd and 3rd floors of the Building (the "Completion Date"). Completion of the gift shall be subject to the satisfaction of the following conditions:

1.1 Acceptance of the gift by the Foundation, in its sole discretion, including assumption of all obligations and duties inherent in or arising out of the Building and the Real Property Interests, other than those described in 2.2 below;

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