SETTLEMENT AGREEMENT AND RELEASE

EXHIBIT 10.1

SETTLEMENT AGREEMENT AND RELEASE

             This Settlement Agreement ("Agreement") is entered into and is effective as of this 14th day of December, 2008 (the "Effective Date"), by and between, on the one hand, Hexion Specialty Chemicals, Inc. ("Hexion"), Hexion LLC, Nimbus Merger Sub Inc., and Craig O. Morrison (collectively, the "Hexion Parties"), and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P., Apollo Netherlands Partners V(B), L.P., Apollo German Partners V GmbH & Co. KG, Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P, Apollo Overseas Partners (Germany) VI, L.P., Apollo Advisors IV, L.P., Apollo Management IV, L.P., Apollo Advisors V, L.P., Apollo Management V, L.P., Apollo Advisors VI, L.P., Apollo Management VI, L.P., Apollo Management, L.P., Apollo Global Management, LLC., Leon Black and Joshua J. Harris (collectively, the "Apollo Parties"); and, on the other, Huntsman Corp. ("Huntsman"), Jon M. Huntsman and Peter Huntsman (collectively, the "Huntsman Parties") and Huntsman Family Holdings Company LLC, The Jon and Karen Huntsman Foundation, Karen H. Huntsman Inheritance Trust, Huntsman Financial Corporation, and Brynn B. Huntsman, as Custodian under the Utah Uniform Transfers to Minors Act, for the benefit of Rebecca Brynn Huntsman, Rachel Brynn Huntsman, Caroline Brynn Huntsman, Amber Brynn Huntsman, Virginia Brynn Huntsman and James B. Huntsman (collectively, the "Huntsman Family Shareholders"), (the Hexion Parties, the Apollo Parties, the Huntsman Parties and the Huntsman Family Shareholders collectively, the "Parties," and each individually a "Party").

              WHEREAS, prior to the execution of this Agreement, Huntsman validly terminated the Merger Agreement;

        WHEREAS, one or more of the Parties are involved in the following litigations in which the parties thereto have asserted claims, counterclaims or third-party claims arising from or related to the Agreement and Plan of Merger among Hexion Specialty Chemicals, Inc., Nimbus Merger Sub Inc. and Huntsman Corporation, dated as of July 12, 2007 (the "Merger Agreement"), the Transactions referred to therein, and related matters:

2

             WHEREAS, without any admission by any Party of any fact or issue of law, or concerning the merits of any claim or defense that has been, could have been, or could be asserted in the Litigations, the Parties desire to settle all disputes and controversies between them upon the terms and subject to the conditions set forth below.

             NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the adequacy and sufficiency of all of which are hereby acknowledged, the Parties agree as follows:

             1.       Capitalized Terms. Capitalized terms not otherwise defined in this Agreement shall be defined as set forth in the Merger Agreement.

3

            2.     Termination of the Merger Agreement. Huntsman has validly terminated the Merger Agreement in accordance with its terms pursuant to Section 7.1 of the Merger Agreement. Promptly following the Effective Date, Hexion shall take all actions reasonably required to terminate any tender offers for securities of Huntsman and its affiliates then outstanding in connection with the Transactions contemplated by the Merger Agreement, including the Debt Offer.

            3.      Settlement Payments.

                     (a)     The Apollo entities set forth in Paragraph 1 of Annex A attached hereto shall purchase from Huntsman $250 million ($250,000,000) of convertible notes of Huntsman on substantially the terms and conditions set forth in Annex B attached hereto and such other terms and conditions as may be reasonably agreed to by the parties to such purchase. The parties to the purchase shall negotiate in good faith the documentation relating to such purchase to effect the purchase on or before December 31, 2008.

                     (b)     In settlement of the claim against the Apollo entities set forth in Paragraph 2 of Annex A attached hereto by Huntsman in the Delaware Action for commercial disparagement, the Apollo entities set forth in Paragraph 2 of Annex A, on a joint and several basis, shall pay Huntsman the amount of $200 million ($200,000,000).

                     (c)     In settlement of the claim against Hexion and the Apollo entities set forth in Paragraph 3 of Annex A attached hereto by Huntsman in the Delaware Action for commercial disparagement, Hexion, on a joint and several basis with the Apollo entities set forth in Paragraph 3 of Annex A attached hereto, shall pay Huntsman the amount of $225 million ($225,000,000). In the event that any of the

4

Apollo entities set forth in Paragraph 3 of Annex A attached hereto satisfies any portion of such amount, Hexion agrees to use diligent efforts to obtain reimbursement or other recovery from its insurance providers; provided, however, that this obligation to use diligent efforts shall not be deemed to require Hexion to waive or compromise its rights to insurance coverage for any other liability or claim. Any amounts so recovered, net of expenses incurred for such recovery, shall be promptly paid by Hexion pro rata to the Apollo entity or entities set forth in Paragraph 3 of Annex A attached hereto up to the amount that such entity has paid in satisfaction of the payment obligation set forth in this paragraph.

                     (d)      Hexion shall pay Huntsman the $325 million ($325,000,000) termination fee, which fee is due and payable pursuant to Section 7.3(d) of the Merger Agreement. The Hexion Parties shall (i) use diligent efforts to finalize the documentation for the Termination Facility with the Banks on terms consistent with the Commitment Letter and to execute the Termination Facility, (ii) draw down the Termination Facility and upon receipt of the proceeds deliver them to Huntsman, and (iii) use diligent efforts to pursue appropriate remedies in the event the Banks refuse to finalize such documentation or to fund the Termination Facility. The Huntsman Parties shall cooperate in good faith with and provide reasonable assistance to Hexion to secure the proceeds of the Termination Facility.

                     (e)      At least $500 million ($500,000,000) of the purchases from and payments to Huntsman set forth in Paragraphs 3(a)-(c) above shall be made on or before December 31, 2008 and, in addition, the payment set forth in paragraph 3(d) above will be paid as soon as any of the Hexion Parties receives the proceeds of the Termination

5

Facility. Any purchases from and payments to Huntsman set forth in Paragraphs 3(a)-(d) above that have not been made on or before December 31, 2008 shall be made on or before March 31, 2009 whether or not the Hexion Parties have received the proceeds from the Termination Facility.

                     (f)      The Apollo entities set forth in Paragraph 4 of Annex A attached hereto shall provide financing to Hexion LLC in an amount equal to $200 million ($200,000,000) on terms and conditions as may be reasonably agreed to by Hexion LLC and the Apollo entities set forth in Paragraph 4 of Annex A attached hereto.

                     (g)      Except as provided in Paragraphs 3(a)-(e) above, the Hexion Parties and Apollo Parties shall have no obligation to make any payment to the Huntsman Parties in connection with the Merger Agreement, the Transactions or the Indemnified Matters (as defined in Paragraph 7(a) below).

                     (h)      Each Party shall retain all payments previously made under the Merger Agreement.

                     (i)      The Apollo Parties (except for Leon Black and Joshua J. Harris) and the Hexion Parties (except for Craig O. Morrison) are jointly and severally liable for the payment of all sums due to Huntsman under this Paragraph 3. In the event any payment by or on behalf of any of the Hexion Parties is rescinded or required by any court to be returned for any reason having to do with the Hexion Parties, the joint and several obligation of the Apollo Parties (except for Leon Black and Joshua J. Harris) and the Hexion Parties (except for Craig O. Morrison) to pay such amount shall continue in full force and effect.

6

             4.       Undertakings Concerning the Litigations.

                      (a)      Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, the Parties shall promptly take all necessary and appropriate action to obtain the dismissal with prejudice of the Delaware Action, the Texas Action Against Apollo and the New York Action Against Huntsman, with each Party to bear its own costs, expenses, and attorneys’ fees in connection with the Delaware Action, the Texas Action Against Apollo and the New York Action Against Huntsman. Pending dismissal, the Parties will jointly move to stay the Delaware Action, the Texas Action Against Apollo and the New York Action Against Huntsman.

                      (b)      Huntsman will promptly move to sever and dismiss the Apollo Parties from the Texas Action Against the Banks.

                      (c)      Promptly after the Effective Date, Hexion will seek leave to withdraw its claims in the New York Action Against the Banks, except that Hexion will not be required to withdraw any claims in the New York Action Against the Banks relating to the Termination Facility.

                     (d)      Huntsman will cooperate with the Hexion Parties and the Apollo Parties in the Huntsman Shareholder Action.

                     (e)      The Apollo Parties and the Hexion Parties agree to make witnesses available for reasonable times and dates and to cooperate in the presentation of Huntsman’s claims in the Texas Action Against the Banks, including by providing witness interviews and appearing voluntarily for oral depositions without the necessity of a subpoena. Hexion and the Apollo entities shall also cause Craig O. Morrison, William

7

Carter, Joshua J. Harris and Jordan Zaken to appear in Texas to testify at the trial of the Texas Action Against the Banks if Huntsman so requests.

            5.      Mutual Releases.

                     (a)       Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, the Hexion Parties on behalf of themselves and each of their parents, affiliates, predecessors, successors and assigns, and on behalf of each of their respective current and former officers, directors, managers, members, employees, agents and other representatives in their capacities as such (collectively, the "Hexion Releasors"), hereby release, acquit, and forever discharge the Huntsman Parties, the Huntsman Family Shareholders and each of their parents, affiliates, predecessors, successors and assigns, and their respective current and former officers, directors, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the "Huntsman Releasees") and the Apollo Parties and their respective parents, affiliates, predecessors, successors and assigns, and their respective current and former officers, directors, managers, members, partners, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the "Apollo Releasees"), from any and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions and demands whatsoever, at law, in equity or otherwise, which the Hexion Releasors, or any of them, now or hereafter can, shall or may have against the Huntsman Releasees and/or the Apollo Releasees, or any of them, whether known or unknown, from the beginning of the world to the date of this Agreement; provided,

8

however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Hexion Releasors and either the Apollo Releasees or the Huntsman Releasees. The claims released by the Hexion Releasors against the Apollo Releasees pursuant to this paragraph include but are not limited to any and all claims that the Hexion Releasors may have against Joshua J. Harris or Craig O. Morrison and rights of contribution that the Hexion Releasors may have against Joshua J. Harris or Craig O. Morrison arising from the Huntsman Shareholder Action. The Hexion Releasors also acknowledge that nothing contained in this Agreement shall in any way negate or reduce or otherwise affect the rights of indemnification of Joshua J. Harris or Craig O. Morrison or any other Apollo Releasee under applicable law, including any contractual agreements, or the By-Laws or Articles of Incorporation of Hexion.

                     (b)       Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, the Apollo Parties on behalf of themselves and each of their parents, affiliates, predecessors, successors and assigns, and on behalf of their respective current and former officers, directors, managers, members, employees, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the "Apollo Releasors"), hereby release, acquit, and forever discharge the Huntsman Releasees and the Hexion Parties and their parents, affiliates, predecessors, successors and assigns, and its and their respective current and former officers, directors, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the "Hexion Releasees") from any and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions

9

and demands whatsoever, at law, in equity or otherwise, which the Apollo Releasors, or any of them, now or hereafter can, shall or may have against the Huntsman Releasees and/or the Hexion Releasees, or any of them, whether known or unknown, from the beginning of the world to the date of this Agreement; provided, however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Apollo Releasors and either the Hexion Releasees or the Huntsman Releasees. The claims released by the Apollo Releasors against the Hexion Releasees pursuant to this paragraph include but are not limited to any and all claims that the Apollo Releasors may have against Joshua J. Harris or Craig O. Morrison and rights of contribution that the Apollo Releasors may have against Joshua J. Harris or Craig O. Morrison arising from the Huntsman Shareholder Action. The Apollo Releasors also acknowledge that nothing contained in this Agreement shall in any way negate or reduce or otherwise affect the obligations of indemnification of any of the Hexion Releasees to Joshua J. Harris or Craig O. Morrison or any other Apollo Releasor under applicable law, including any contractual agreements, or the By-Laws or Articles of Incorporation of Hexion.

                     (c)      Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, including purchase of the convertible notes, the Huntsman Parties and the Huntsman Family Shareholders on behalf of themselves and their parents, affiliates, predecessors, successors and assigns, and on behalf of their respective current and former officers, directors, trustees, beneficiaries, employees, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the "Huntsman Releasors"), hereby release, acquit, and forever discharge the Apollo

10

Releasees and the Hexion Releasees from any and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions and demands whatsoever, at law, in equity or otherwise, which the Huntsman Releasors, or any of them, now or hereafter can, shall or may have against the Hexion Releasees and/or the Apollo Releasees, or any of them, for, whether known or unknown, from the beginning of the world to the date of this Agreement; provided, however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Huntsman Releasors and either the Hexion Releasees or the Apollo Releasees. The claims released by the Huntsman Releasors against the Apollo Releasees and the Hexion Releasees pursuant to this paragraph include but are not limited to any and all claims that Jon M. Huntsman, Peter Huntsman and the Huntsman Family Shareholders, each and all as shareholders of Huntsman, may have in the Huntsman Shareholder Action or as a result of any settlement of the Huntsman Shareholder Action and, with respect to Peter Huntsman and Jon M. Huntsman, to the extent of their beneficial ownership interests in any shares of Huntsman common stock held by the HMP Equity Trust.

                     (d)      The claims released pursuant to this Paragraph 5 include but are not limited to all claims, if any, the Hexion and Apollo Releasees may have that are in any way related to the April 29, 2006 fire at the Port Arthur Base Chemicals Light Olefins Unit in the Aromatic and Olefins Plant in Port Arthur, Texas (the "April 29, 2006 Fire"), including claims in connection with: (i) Ace Am. Ins. Co., et al. v. Huntsman Corp. and IRIC , U.S. District Court Southern District of Texas; Civil Action No. 4:07-CV-02796, (ii) Huntsman Corp. and IRIC v. Ace Am. Ins. Co., et al. , U.S. District Court

11

Southern District of Texas, Civil Action No. 4:08-CV-1542, (iii) any insurance proceeds or other monies received by Huntsman through the adjustment process, by settlement or otherwise in connection with the April 29, 2006 Fire, or (iv) the adjustment or payment of insurance proceeds in connection with the April 29, 2006 Fire.

                     (e)      Nothing in this Agreement is intended or shall be construed to release or discharge any of the Parties from any obligation set forth, or liability for any representation or warranty made, in this Agreement, Annex A or B attached hereto, or any agreements entered into in connection with the purchase provided for in Paragraph 3(a) of this Agreement or the financing provided for in Paragraph 3(f) of this Agreement.

                     (f)      Nothing in this Agreement is intended or shall be construed to release or waive any claims that the Parties have against the Banks.

             6.      Covenant Not to Sue. Each of the Parties covenants, on behalf of itself and, in the case of the Huntsman Parties, on behalf of the Huntsman Releasors; in the case of the Apollo Parties, on behalf of the Apollo Releasors; and in the case of the Hexion Parties, on behalf of the Hexion Releasors, not to bring any claim or cause of action released pursuant to Paragraph 5 of this Agreement before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, cross-claim, counterclaim or otherwise. Any Party released pursuant to Paragraph 5 of this Agreement may plead this Agreement as a complete bar to any such claim, cause of action or defense brought in derogation of this covenant not to sue.

            7.      Indemnification.

                     (a)       Huntsman shall indemnify and hold the Hexion Releasees and Apollo Releasees harmless from any claim for indemnification or contribution or any

12

other claim asserted against either the Hexion Releasees or the Apollo Releasees by any of Credit Suisse, Cayman Islands Branch,