HUNTSMAN CORPORATION STOCK INCENTIVE PLAN

Exhibit 4.32

HUNTSMAN CORPORATION
STOCK INCENTIVE PLAN

Restricted Stock Unit 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 Stock Units of Huntsman Corporation (the "Company"), subject to the terms and conditions of the Plan and this Agreement. A Restricted Stock Unit shall constitute an agreement by the Company to issue or transfer a Share to the Participant in accordance with the Plan and this Agreement.

        2.      Vesting of Restricted Stock Units . 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 Restricted Stock Units granted hereby shall immediately lapse and, at the Effective Time, such vested Restricted Stock Units 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 Restricted Stock Units 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 Restricted Stock Units 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 Restricted Stock Units shall instead become vested in accordance with the following schedule:

        While a Restricted Stock Unit remains "outstanding" pursuant to this Agreement, an amount equivalent to the distributions made on a share of Common Stock during such period shall be held by the Company without interest until the Restricted Stock Unit becomes payable or is forfei