HUNTSMAN CORPORATION VOTING AND STANDSTILL AGREEMENT

Exhibit 10.1

VOTING AND STANDSTILL AGREEMENT

      This Voting and Standstill Agreement, dated as of December 23, 2008 (this " Agreement "), among on the one hand Huntsman Corporation, a Delaware corporation (" Huntsman "); and on the other hand Apollo Investment Fund VI, L.P., a Delaware limited partnership; Apollo Overseas Partners VI, L.P., a Cayman Island exempted limited partnership; Apollo Overseas Partners (Delaware) VI, L.P., a Delaware limited partnership; Apollo Overseas Partners (Delaware 892) VI, L.P., a Delaware limited partnership; Apollo Overseas Partners (Germany) VI, L.P., a Cayman Islands exempted limited partnership; and AAA Guarantor—Co-Invest VI, L.P., a Guernsey limited partnership (collectively, the " Apollo Purchasers "), and Apollo Investment Fund IV, L.P., a Delaware limited partnership; Apollo Overseas Partners IV, L.P., a Cayman Islands exempted limited partnership; Apollo Investment Fund V, L.P., a Delaware limited partnership; Apollo Overseas Partners V, L.P., a Cayman Islands exempted limited partnership; Apollo Netherlands Partners V(A), L.P., a Cayman Islands exempted limited partnership; Apollo Netherlands Partners V(B), L.P., a Cayman Islands exempted limited partnership; Apollo German Partners V GmbH & Co. KG, a German limited partnership; Apollo Advisors IV, L.P., a Delaware limited partnership; Apollo Management IV, L.P., a Delaware limited partnership; Apollo Advisors V, L.P., a Delaware limited partnership; Apollo Management V, L.P., a Delaware limited partnership; Apollo Advisors VI, L.P., a Delaware limited partnership; Apollo Management VI, L.P., a Delaware limited partnership; Apollo Management, L.P., a Delaware limited partnership; Apollo Global Management, LLC, a Delaware limited liability company; Leon D. Black and Joshua J. Harris (collectively, including the Apollo Purchasers, the " Apollo Parties "), and Hexion Specialty Chemicals, Inc., a New Jersey corporation (" Hexion "); Hexion LLC, a Delaware limited liability company; Nimbus Merger Sub Inc., a Delaware corporation; and Craig O. Morrison (collectively, the " Hexion Parties " and, together with the Apollo Parties, the " Apollo-Related Stockholders "). Certain capitalized and other terms used in this Agreement are defined on Schedule A and references to a " Schedule " are, unless otherwise specified, to a Schedule attached to this Agreement.

      WHEREAS, Huntsman, Jon M. Huntsman, Peter R. Huntsman, the Huntsman Family Stockholders (as defined therein) and the Apollo-Related Stockholders have entered into that certain Settlement Agreement and Release dated as of December 14, 2008 (the " Settlement Agreement ") and Huntsman and the Apollo Purchasers are concurrently entering into that certain Note Purchase Agreement (the " Purchase Agreement ") pursuant to which the Apollo Purchasers will purchase from Huntsman $250,000,000 in principal amount of 7% Convertible Senior Notes due 2018 (the " Convertible Notes ") that are convertible into shares of common stock, par value $0.01 per share, of Huntsman (" Common Stock "); and

      WHEREAS, the parties’ entering into this Agreement is a condition to the parties entering into, and done in consideration of the parties’ mutual agreements under, the Settlement Agreement and the Purchase Agreement;

      NOW, THEREFORE, Huntsman and the Apollo-Related Stockholders, intending to be legally bound, hereby agree, effective as of the date hereof (the " Effective Time "), as follows:

SECTION 1. S TANDSTILL P ROVISIONS

     Section 1.1   Acquisition and Transfer of Voting Securities .

                  (a)   The Apollo-Related Stockholders agree that neither they nor any of their Affiliates, shall hold or acquire Beneficial Ownership of any Voting Securities, or securities exercisable for or convertible into Voting Securities, other than any shares of Common Stock issuable upon conversion of the Convertible Notes or received in payment of interest or principal on the Convertible Notes (the " Underlying Common Shares ") (such Underlying Common Shares, together with the Convertible Notes, the " Settlement Securities "), any Common Stock issued as dividends on or distributed in respect of such Settlement Securities and any shares of Common Stock Beneficially Owned as of the Effective Time and set forth on Schedule B . If at any time the Apollo-Related Stockholders become aware that they or any of their Affiliates are not in compliance with the foregoing, then the Apollo-Related Stockholders shall as promptly as reasonably practicable take all actions necessary, including the divestiture of securities in a commercially reasonable period, to comply with this Section 1.1(a).

                  (b)   Subject to Section 2.2, the Apollo-Related Stockholders agree that, for a period of one year from the date hereof (the " Lock Up Period "), neither they nor any of their Affiliates will, without the prior written consent of Huntsman, Transfer any Settlement Securities to any Person. Notwithstanding the foregoing, the prohibition on transfer set forth in the preceding sentence shall not apply to (i) any shares of Common Stock received in payment of interest on the Convertible Notes, (ii) Transfers to an Affiliate of the Apollo-Related Stockholders ( other than Hexion and any of its Subsidiaries or any such Affiliate that is then a Portfolio Company ) , or (iii) pledges of Voting Securities as a security for borrowings in a bona fide financing from an unaffiliated financial institution provided such financial institution agrees in writing that, upon any foreclosure, it will be bound by the provisions of this Agreement as though it were an Apollo-Related Stockholder.

      Section 1.2    Further Restrictions on Conduct . The Apollo-Related Stockholders agree that:

                  (a)   Neither the Apollo-Related Stockholders nor any of their Affiliates shall seek or propose to influence or control (whether through a 13D Group or otherwise) the management, Board of Directors, policies or affairs of Huntsman or any of its Subsidiaries and shall not initiate or propose any stockholder proposal or action or make any "solicitation" of "proxies" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) with respect to the voting of or consenting with respect to, any Voting Securities, or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in any election contest with respect to the election or removal of any director of Huntsman or in opposition to the publicly disclosed recommendation of the majority of the directors of Huntsman with respect to any other matter relating to the management and affairs of Huntsman or make any public statement (or take any

2

action which would reasonably be expected to require or result in disclosure publicly of their position) regarding any of the foregoing;

                  (b)   Neither the Apollo-Related Stockholders nor any of their Affiliates shall initiate (or solicit other Persons to initiate) or make any public statement regarding, any tender or exchange offer for Voting Securities or other securities of Huntsman or any of its Subsidiaries, or any Business Combination or recapitalization, restructuring, liquidation or dissolution involving Huntsman or any of its Subsidiaries;

                  (c)   Neither the Apollo-Related Stockholders nor any of their Affiliates shall form, join or participate in any 13D Group (other than among themselves) with respect to acquiring, disposing or voting Voting Securities;

                  (d)   Neither the Apollo-Related Stockholders nor any of their Affiliates shall request Huntsman (or any of its directors, officers, employees or agents), directly or indirectly, to amend or waive any of the provisions of this Agreement (except in a manner that does not require or result in disclosure publicly or to third parties);

                  (e)   Neither the Apollo Related Stockholders nor any of their Affiliates shall engage in any short sales or other derivative or hedging activities with respect to the Convertible Notes or the Common Stock;

                  (f)   The Apollo-Related Stockholders and each of their Affiliates shall not disclose any intention, plan or arrangement inconsistent with any of the foregoing; and

                  (g)   Neither the Apollo-Related Stockholders nor any of their Affiliates shall advise, assist or knowingly encourage any other Persons to do any of the foregoing; provided, however, that this Section 1.2(g) shall not limit or preclude ordinary course of business commercial dealings of any Portfolio Company.

      Section 1.3   Legends . The Apollo-Related Stockholders and their Affiliates agree that stop transfer instructions reflecting the terms of this Agreement will be given to Huntsman’s transfer agent with respect to the Underlying Common Shares and any Common Stock issued as dividends on or distributed in respect of Settlement Securities and that there will be placed on the certificates representing all Settlement Securities an appropriate legend to ensure compliance with the terms of this Agreement. Huntsman agrees to take such steps as are necessary such that such instructions and legends will be removed effective as of the time the restrictions imposed by this Agreement no longer apply.

SECTION 2. V OTING P ROVISIONS

      Section 2.1   Voting of Voting Securities . The Apollo-Related Stockholders agree that, in connection with any matter in which the Apollo-Related Stockholders and their Affiliates have voting rights in their capacity as stockholders (and for the avoidance of doubt not as a holder of Convertible Notes), any Voting Securities held by the Apollo-Related Stockholders and each of their Affiliates shall be cast for, against or abstain in respect of any matter submitted to the holders of Voting Securities, at the election of Huntsman, either (a) in the same proportion as the votes cast for, against or abstain by all holders of Voting Securities (other than the Apollo-

3

Related Stockholders) or (b) in the manner recommended by a majority of the Board of Directors. With respect to such voting matters, Huntsman shall provide adequate advance notice of its election hereunder and shall assist the Apollo-Related Stockholders in implementing such election.

      Section 2.2   Transfer of Voting Restrictions . The Apollo-Related Stockholders agree that neither they nor any of their Affiliates will Transfer any Settlement Securities or any shares of Voting Securities to any Person unless and until such transferee has agreed in writing to be bound by the restrictions set forth in Section 2.1, with such transferee being deemed to be an Apollo-Related Stockholder for purposes of Section 2 (provided that this Section 2.2 and the limitations in Section 2.1 shall not apply to Transfers (a) to any Person or 13D Group in a public or private sale which would, immediately after giving effect to such Transfer, Beneficially Own and of record own less than 5% of the outstanding Voting Securities, (b) in an underwritten public offering involving a Distribution or (c) effected in a regular broker transaction pursuant to Rule 144).

SECTION 3. P ORTFOLIO C OMPANIES

      Section 3.1   Portfolio Companies. For the purposes of the provisions of Sections 1.1(a), 1.2, 2.1 and 2.2 of this Agreement, with respect to Affiliates of the Apollo-Related Stockholders that are Portfolio Companies, the obligations of the Apollo-Related Stockholders and their other Affiliates are limited to (i) not directing or otherwise affirmatively causing or encouraging such Portfolio Company to violate the provisions of Sections 1.1(a), 1.2, 2.1 and 2.2 of this Agreement and (ii) if they become aware of a Portfolio Company acquiring Voting Securities of Huntsman or otherwise violating the provisions of Sections 1.1(a), 1.2, 2.1 and 2.2 of this Agreement, using reasonable efforts to cause such Portfolio Company to sell such Voting Securities or otherwise comply with the provisions of Sections 1.1(a), 1.2, 2.1 and 2.2 of this Agreement.

SECTION 4. R EPRESENTATIONS AND W ARRANTIES

      Section 4.1   Representations and Warranties of Huntsman . Huntsman represents and warrants t