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Exhibit 10.36


FIRST AMENDMENT
TO
HUNTSMAN OUTSIDE DIRECTORS ELECTIVE DEFERRAL PLAN

        This First Amendment to the HUNTSMAN OUTSIDE DIRECTORS ELECTIVE DEFERRAL PLAN (the "Plan") is entered into this 28 day of April, 2006.

        WHEREAS, Huntsman Corporation (the "Company") has adopted the Plan and desires to amend it to clarify the limitations on changes in the form of payment in compliance with the proposed regulations issued under Section 409A of the Code.

        NOW, THEREFORE, the Plan is hereby amended as follows:

        1.     Effective January 1, 2006, Section 6.3 of the Plan is restated to read as follows:

        2.     Except as expressly amended by this First Amendment, the terms of the Plan as existing immediately prior to this amendment shall remain in full force and effect.

        DATED the day and year first above written.


 

 

HUNTSMAN CORPORATION

 

 

By:

 

/s/  
KIMO ESPLIN      

 

 

Name:

 

Kimo Esplin

 

 

Title:

 

Executive Vice President & CFO



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FIRST AMENDMENT TO HUNTSMAN OUTSIDE DIRECTORS ELECTIVE DEFERRAL PLAN