0001047469-05-002671 Sample Contracts

AGREEMENT AND PLAN OF MERGER OF HUNTSMAN HOLDINGS MERGER SUB LLC WITH AND INTO HUNTSMAN HOLDINGS, LLC
Agreement and Plan of Merger • February 8th, 2005 • Huntsman CORP • Chemicals & allied products • Delaware

This Agreement and Plan of Merger (this "Agreement") is entered into on February , 2005, by and among Huntsman Corporation, a Delaware corporation ("HC"), Huntsman Holdings Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of HC ("Merger Sub"), and Huntsman Holdings, LLC, a Delaware limited liability company ("HH" and collectively with Merger Sub, the "Merging Entities").

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HUNTSMAN CORPORATION STOCK INCENTIVE PLAN Phantom Share Agreement
Huntsman CORP • February 8th, 2005 • Chemicals & allied products • Delaware
AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • February 8th, 2005 • Huntsman CORP • Chemicals & allied products • New York

This AMENDMENT to the WARRANT AGREEMENT (the "Warrant Agreement") dated as of May 9, 2003 between HMP EQUITY HOLDINGS CORPORATION, a Delaware corporation (the "Company"), HUNTSMAN HOLDINGS, LLC, a Delaware limited liability company ("Huntsman Holdings"), HUNTSMAN GROUP INC., a Delaware corporation and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, (as successor by merger to Wells Fargo Bank Minnesota, National Association), organized under the laws of the United States of America, as Warrant Agent (the "Amendment") is made and entered into as of January 20, 2005 by and between each of the parties to the Warrant Agreement.

HUNTSMAN CORPORATION STOCK INCENTIVE PLAN Restricted Stock Agreement
Huntsman CORP • February 8th, 2005 • Chemicals & allied products • Delaware
HUNTSMAN CORPORATION STOCK INCENTIVE PLAN Stock Appreciation Rights Agreement
Huntsman CORP • February 8th, 2005 • Chemicals & allied products • Delaware
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