HUNTSMAN CORPORATION STOCK INCENTIVE PLAN Restricted Stock Agreement

Exhibit 4.31

HUNTSMAN CORPORATION
STOCK INCENTIVE PLAN

Restricted Stock Agreement for Outside Directors

        1.      Notice of Grant . You are hereby granted pursuant to the Huntsman Corporation Stock Incentive Plan (the "Plan") the above number of restricted shares of Common Stock ("Restricted Stock") of Huntsman Corporation (the "Company"), subject to the terms and conditions of the Plan and this Agreement.

        2.      Vesting of Restricted Stock . For so long as that certain Agreement and Plan of Merger, dated July 12, 2007, among Hexion Specialty Chemicals, Inc., Nimbus Merger Sub Inc. and Huntsman Corporation (as amended from time to time, the "Merger Agreement") has not been terminated, then the following provisions shall apply:

•         (i)    Immediately prior to the Effective Time (as defined in the Merger Agreement), the restrictions on one-half of the shares of Restricted Stock granted hereby shall immediately lapse and, at the Effective Time, such vested shares of Company Common Stock shall be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) at the Effective Time in accordance with the terms of the Merger Agreement; and

          (ii)   At the Effective Time, the remaining half of the shares underlying the Restricted Stock granted hereby, shall be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) upon the date six months following the Closing Date (as defined in the Merger Agreement); provided, however, that if the holder is involuntarily terminated (unless such involuntary termination is for "Reasonable Cause", as such term is defined in the Huntsman Executive Severance Plan effective as of January 1, 2005) or is voluntarily terminated prior to such date and such termination was a result of a significant detrimental reduction or change to job responsibilities or current base compensation or material change of work location, the restrictions on the shares underlying the Restricted Stock granted hereby shall lapse immediately upon termination.

        In the event that the Merger Agreement is terminated without the consummation of the merger having occurred, then, subject to the further provisions of this Agreement, the shares of Restricted Stock shall instead become vested in accordance with the following schedule:

        Distributions on a share of Restricted Stock shall be held by the Company without interest until the Restricted Stock with respect to which the distribution was made becomes vested or is forfeited. Notwithstanding the above schedule, all shares of Restricted Stock that are no