<PAGE>


                                                         CONFORMED COPY







=======================================================================




                           U.S. $800,000,000


            AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

                     Dated as of November 23, 1999,

                                 Among

                             SOLUTIA INC.,
                              as Borrower



                   THE INITIAL LENDERS NAMED HEREIN,
                           as Initial Lenders


                         BANK OF AMERICA, N.A.
                          as Syndication Agent

                                  and


                            CITIBANK, N.A.,
                        as Administrative Agent




=======================================================================





<PAGE>
<PAGE>

<TABLE>
                          T A B L E   O F   C O N T E N T S
                          - - - - -   - -   - - - - - - - -
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                   <C>
                                  ARTICLE I
                      DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.  Certain Defined Terms                                                     1
SECTION 1.02.  Computation of Time Periods                                              15
SECTION 1.03.  Accounting Terms and Determinations                                      15
SECTION 1.04.  Currencies; Currency Equivalents                                         15

                                 ARTICLE II
                      AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  The A Advances                                                           15
SECTION 2.02.  Making the A Advances                                                    16
SECTION 2.03.  The B Advances                                                           17
SECTION 2.04.  Fees                                                                     20
SECTION 2.05.  Termination, Reduction, Extension and Increase of Commitments            21
SECTION 2.06.  Repayment of Advances; Evidence of Debt                                  24
SECTION 2.07.  Interest on A Advances                                                   25
SECTION 2.08.  Interest Rate Determination; Changes in Rating Systems                   25
SECTION 2.09.  Optional Conversion of A Advances                                        26
SECTION 2.10.  Prepayments, Etc.                                                        27
SECTION 2.11.  Increased Costs                                                          28
SECTION 2.12.  Illegality                                                               29
SECTION 2.13.  Payments and Computations                                                30
SECTION 2.14.  Notations on the A Notes                                                 31
SECTION 2.15.  Taxes                                                                    32
SECTION 2.16.  Sharing of Payments, Etc                                                 34
SECTION 2.17.  Borrowings by Designated Borrowers                                       34

                                 ARTICLE III
                   CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01.  Conditions Precedent to Amendment and Restatement                        35
SECTION 3.02.  Conditions Precedent to Each A Borrowing                                 36
SECTION 3.03.  Conditions Precedent to Each B Borrowing                                 36
SECTION 3.04.  Determinations Under Section 3.01                                        36

                                 ARTICLE IV
                       REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Company                            37
SECTION 4.02.  Representation and Warranty of the Lenders                               39

                                  ARTICLE V
                          COVENANTS OF THE COMPANY

SECTION 5.01.  Affirmative Covenants                                                    39
SECTION 5.02.  Negative Covenants                                                       42
SECTION 5.03.  Financial Covenants                                                      44


                                     -i-

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                                 ARTICLE VI
                              EVENTS OF DEFAULT

SECTION 6.01.  Events of Default                                                        44

                                 ARTICLE VII
                          THE ADMINISTRATIVE AGENT

SECTION 7.01.  Authorization and Action                                                 46
SECTION 7.02.  Administrative Agent's Reliance, Etc.                                    46
SECTION 7.03.  Citibank and Affiliates                                                  47
SECTION 7.04.  Lender Credit Decision                                                   47
SECTION 7.05.  Indemnification                                                          47
SECTION 7.06.  Successor Administrative Agent                                           47
SECTION 7.07.  The Syndication Agent                                                    48

                                ARTICLE VIII
                                MISCELLANEOUS

SECTION 8.01.  Amendments, Etc.                                                         48
SECTION 8.02.  Notices, Etc.                                                            49
SECTION 8.03.  No Waiver, Remedies                                                      49
SECTION 8.04.  Costs and Expenses                                                       50
SECTION 8.05.  Right of Set-off                                                         50
SECTION 8.06.  Binding Effect                                                           51
SECTION 8.07.  Assignments and Participations, Register                                 51
SECTION 8.08.  Governing Law                                                            54
SECTION 8.09.  Execution in Counterparts                                                54
SECTION 8.10.  Jurisdiction, Etc.                                                       54
SECTION 8.11.  Judgment Currency                                                        55

                                 ARTICLE IX
                                  GUARANTEE

SECTION 9.01.  The Guarantee                                                            55
SECTION 9.02.  Obligations Unconditional                                                55
SECTION 9.03.  Reinstatement                                                            56
SECTION 9.04.  Subrogation                                                              56
SECTION 9.05.  Remedies                                                                 56
SECTION 9.06.  Instrument for the Payment of Money                                      57
SECTION 9.07.  Continuing Guarantee                                                     57


                                     -ii-

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<PAGE>

<CAPTION>
                                 SCHEDULES
                                 ---------
<S>                  <C>
Schedule 1     -     Certain Existing Liens
Schedule 2A    -     Pricing Grid
Schedule 2B    -     Summary Version of Pricing Grid

                                 EXHIBITS
                                 --------

Exhibit A-1    -     Form of A Note
Exhibit A-2    -     Form of B Note
Exhibit B-1    -     Form of Notice of A Borrowing
Exhibit B-2    -     Form of Notice of B Borrowing
Exhibit C-1    -     Form of Assignment and Acceptance
Exhibit C-2    -     Form of Assumption and Acceptance
Exhibit D      -     Form of Opinion of General Counsel for the Company
Exhibit E      -     Form of Opinion of Special New York Counsel to the Administrative Agent
Exhibit F-1    -     Form of Designation Letter
Exhibit F-2    -     Form of Termination Letter

</TABLE>



                                     -iii-


<PAGE>
<PAGE>


        AMENDED AND RESTATED CREDIT AGREEMENT dated as of November
23, 1999 among SOLUTIA INC., a Delaware corporation (the "Company"),
                                                          -------
the banks (each an "Initial Lender" and, collectively, the "Initial
                    --------------                          -------
Lenders") listed on the signature pages hereof, BANK OF AMERICA, N.A.,
-------
as Syndication Agent (in such capacity, together with its successors in
such capacity, the "Syndication Agent") and CITIBANK, N.A.
                    -----------------
("Citibank"), as administrative agent (in such capacity, together with
  --------
its successors in such capacity, the "Administrative Agent") as herein
                                      --------------------
provided.


                         PRELIMINARY STATEMENTS

        Capitalized terms used in these Preliminary Statements and
not otherwise defined have the meanings assigned to them in Section
1.01.

        (a)  The Company, the Initial Lenders, the Syndication Agent
and the Administrative Agent are parties to a Credit Agreement dated as
of August 14, 1997 (as amended to and in effect on the Restatement Date,
the "Existing Credit Agreement") providing, subject to the terms and
     -------------------------
conditions thereof, for the making of advances in an aggregate principal
amount not exceeding $800,000,000 at any one time outstanding.

        (b)  The Company has also requested that the Initial Lenders
amend the Existing Credit Agreement, among other things to permit
Designated Borrowers to borrow hereunder, to permit borrowings
denominated in Euros, to modify certain covenants and to make certain
other changes to the Existing Credit Agreement, all on the terms and
conditions set forth herein, it being the intention of the parties
hereto that the Advances outstanding under the Existing Credit Agreement
on the Restatement Date shall continue and remain outstanding and not be
repaid on the Restatement Date.

        NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto
hereby agree that the Existing Credit Agreement shall (subject to the
satisfaction of the conditions precedent specified in Section 3.01) be
amended and restated to read as set forth herein.

                               ARTICLE I

                    DEFINITIONS AND ACCOUNTING TERMS

        SECTION 1.01.  Certain Defined Terms.  As used in this
                       ---------------------
Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms
of the terms defined):

        "A Advance" means an advance by a Lender to a Borrower as
         ---------
   part of an A Borrowing and refers to a Base Rate Advance or a
   Eurocurrency Rate Advance, each of which shall be a "Type" of A
                                                        ----
   Advance.

        "A Borrowing" means a borrowing consisting of simultaneous A
         -----------
   Advances of the same Type made by each of the Lenders pursuant to
   Section 2.01.

        "A Note" means a promissory note of a Borrower payable to
         ------
   the order of any Lender, in substantially the form of Exhibit A-1
   hereto, evidencing the aggregate indebtedness of such Borrower to
   such Lender resulting from the A Advances made by such Lender to
   such Borrower.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT




<PAGE>
<PAGE>

                               -2-


        "Acceptance" means an Assignment and Acceptance and/or an
         ----------
   Assumption and Acceptance.

        "Adjusted EBITDA" means, for any period, the sum, for the
         ---------------
   Company and its Consolidated Subsidiaries (determined on a
   Consolidated basis without duplication in accordance with GAAP),
   of the following:  (a) net income (calculated before taxes,
   Interest Expense, extraordinary and unusual items and income or
   loss attributable to equity in Affiliates (other than Affiliates
   that are Specified Joint Ventures or Consolidated Subsidiaries))
   for such period plus (b) depreciation and amortization (to the
   extent deducted in determining net income) for such period;
   provided that charges taken (including cash charges in an
   aggregate amount not exceeding $44,000,000) and reserves
   established by the Company and its Consolidated Subsidiaries in
   connection with (x) the Astaris LLC phosphate joint venture that
   Solutia is in the process of establishing with FMC Corporation,
   (y) acquisitions and (z) restructuring of existing operations (all
   on or prior to December 31, 2000) in an aggregate amount not
   exceeding $60,000,000 shall be added back to net income for such
   period (to the extent such charges and reserves were deducted in
   determining net income for such period).

        "Administrative Agent" has the meaning specified in the
         --------------------
   recital of parties to this Agreement.

        "Administrative Agent's Account" means, for each Currency,
         ------------------------------
   an account in respect of such Currency designated by the
   Administrative Agent in a notice to the Company and the Lenders.

        "Administrative Questionnaire" means an administrative
         ----------------------------
   questionnaire in a form supplied by the Administrative Agent.

        "Advance" means an A Advance or a B Advance.
         -------

        "Affected Lender" has the meaning specified in Section 2.12.
         ---------------

        "Affiliate" means, as to any Person, any other Person that,
         ---------
   directly or indirectly, controls, is controlled by or is under
   common control with such Person or is a director or officer of
   such Person.  For purposes of this definition, the term "control"
   (including the terms "controlling", "controlled by" and "under
   common control with") of a Person means the possession, direct or
   indirect, of the power to vote 5% or more of the Voting Stock of
   such Person or to direct or cause the direction of the management
   and policies of such Person, whether through the ownership of
   Voting Stock, by contract or otherwise.

        "Applicable Lending Office" means, with respect to each
         -------------------------
   Lender, such Lender's Domestic Lending Office in the case of a
   Base Rate Advance and such Lender's Eurocurrency Lending Office in
   the case of a Eurocurrency Rate Advance and, in the case of a B
   Advance, the office of such Lender notified by such Lender to the
   Administrative Agent as its Applicable Lending Office with respect
   to such B Advance.

        "Applicable Margin" has the meaning assigned to such term in
         -----------------
   Schedule 2A.

        "Assignment and Acceptance" means an assignment and
         -------------------------
   acceptance entered into by a Lender and an Eligible Assignee, and
   accepted by the Administrative Agent, in substantially the form of
   Exhibit C-1 hereto.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT



<PAGE>
<PAGE>

                               -3-


        "Assuming Lender" means, at any time, an Eligible Assignee
         ---------------
   not previously a Lender which becomes a Lender hereunder pursuant
   to Section 2.05(c).

        "Assumption and Acceptance" means an assumption and
         -------------------------
   acceptance entered into by an Eligible Assignee, and accepted by
   the Administrative Agent, in substantially the form of Exhibit C-2
   hereto.

        "B Advance" means an advance by a Lender to a Borrower as
         ---------
   part of a B Borrowing resulting from the auction bidding procedure
   described in Section 2.03.

        "B Borrowing" means a borrowing consisting of simultaneous B
         -----------
   Advances from each of the Lenders whose offer to make one or more
   B Advances as part of such borrowing has been accepted by the
   Company under the auction bidding procedure described in Section
   2.03.

        "B Note" means a promissory note of a Borrower payable to
         ------
   the order of any Lender, in substantially the form of Exhibit A-2
   hereto, evidencing the indebtedness of such Borrower to such
   Lender resulting from a B Advance made by such Lender to such
   Borrower.

        "B Reduction" has the meaning specified in Section 2.01.
         -----------

        "Bank of America" means Bank of America, N.A.
         ---------------

        "Base Rate" means a fluctuating interest rate per annum in
         ---------
   effect from time to time, which rate per annum shall at all times
   be equal to the highest of:

             (a)  the rate of interest announced publicly by
        Citibank in New York, New York, from time to time, as
        Citibank's base rate;

             (b)  the sum (adjusted to the nearest 1/16 of 1% or,
        if there is no nearest 1/16 of 1%, to the next higher 1/16
        of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate
        obtained by dividing (A) the latest three-week moving
        average of secondary market morning offering rates in the
        United States for three-month certificates of deposit of
        major United States money market banks, such three-week
        moving average (adjusted to the basis of a year of 360 days)
        being determined weekly on each Monday (or, if such day is
        not a Business Day, on the next succeeding Business Day) for
        the three-week period ending on the previous Friday by
        Citibank on the basis of such rates reported by certificate
        of deposit dealers to and published by the Federal Reserve
        Bank of New York or, if such publication shall be suspended
        or terminated, on the basis of quotations for such rates
        received by Citibank from three New York certificate of
        deposit dealers of recognized standing selected by Citibank,
        by (B) a percentage equal to 100% minus the average of the
        daily percentages specified during such three-week period by
        the Board of Governors of the Federal Reserve System (or any
        successor) for determining the maximum reserve requirement
        (including, but not limited to, any emergency, supplemental
        or other marginal reserve requirement) for Citibank with
        respect to liabilities consisting of or including (among
        other liabilities) three-month U.S. dollar non-personal time
        deposits in the United States, plus (iii) the average during
        such three-week period of the annual assessment rates
        estimated by Citibank for determining the then current
        annual assessment payable by Citibank to the Federal Deposit
        Insurance Corporation (or any successor) for insuring U.S.
        dollar deposits of Citibank in the United States; and


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -4-


             (c)  1/2 of 1% per annum above the Federal Funds Rate.

        "Base Rate Advance" means an A Advance that bears interest
         -----------------
   as provided in Section 2.07(a)(i).

        "Borrowers" means, at any time, collectively, the Company
         ---------
   (both as a Borrower and as guarantor under Article IX of Advances
   made to the Designated Borrowers) and each Designated Borrower.

        "Borrowing" means an A Borrowing or a B Borrowing.
         ---------

        "Business Combination" means any reorganization, merger or
         --------------------
   consolidation or sale or other disposition of all or substantially
   all of the assets of the Company or the acquisition of assets or
   stock of another corporation.

        "Business Day" means a day of the year on which banks are
         ------------
   not required or authorized by law to close in New York City and,
   if the applicable Business Day relates to any Eurocurrency Rate
   Advances denominated in any Currency, on which dealings are
   carried on in the London interbank market for such Currency.

        "Capitalized Lease Obligation" means, with respect to any
         ----------------------------
   Person for any period, an obligation of such Person to pay rent or
   other amounts under a lease that is required to be capitalized for
   financial reporting purposes in accordance with GAAP; and the
   amount of such obligation shall be the capitalized amount shown on
   the balance sheet of such Person as determined in accordance with
   GAAP.

        "Change of Control" means the occurrence of any of the
         -----------------
   following events:

        (a)  the acquisition by any individual, entity or group
   (within the meanings of Section 13(d)(3) or 14(d)(2) of the
   Exchange Act) (a "Person or Group") of beneficial ownership
                     ---------------
   (within the meaning of Rule 13d-3 promulgated under the Exchange
   Act) of 30% or more of either (i) the then outstanding shares of
   common stock of the Company (the "Outstanding Company Common
                                     --------------------------
   Stock") or (ii) the combined voting power of the then outstanding
   -----
   voting securities of the Company entitled to vote generally in the
   election of directors (the "Outstanding Company Voting
                               --------------------------
   Securities"); provided that, for purposes of this paragraph (a),
   ----------
   the following acquisitions shall not constitute a Change of
   Control:  (i) any acquisitions directly from the Company, (ii) any
   acquisition by the Company, (iii) any acquisition by any employee
   benefit plan (or related trust) sponsored or maintained by the
   Company or any corporation controlled by the Company or (iv) any
   acquisition by any corporation pursuant to a transaction which
   complies with clauses (i), (ii) and (iii) of paragraph (c) below;
   or

        (b)  individuals who, as of the date hereof, constitute the
   Board of Directors of the Company (the "Incumbent Board") cease
                                           ---------------
   for any reason to constitute at least a majority of the Board of
   Directors of the Company; provided that any individual becoming a
   director subsequent to the date hereof whose election, or
   nomination for election by the Company's shareholders, was
   approved by a vote of at least a majority of the directors then
   comprising the Incumbent Board shall be considered as though such
   individual were a member of the Incumbent Board, but excluding,
   for this purpose, any such individual whose initial assumption of
   office occurs as a result of an actual or threatened election
   contest with respect to the election or removal of directors or
   other actual or threatened solicitation of proxies or consents by
   or on behalf of a Person other than the Board of Directors; or


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -5-


        (c)  consummation by the Company of a Business Combination,
   in each case unless following such Business Combination:  (i) all
   or substantially all of the individuals and entities who were the
   beneficial owners, respectively, of the Outstanding Company Common
   Stock and Outstanding Company Voting Securities immediately prior
   to such Business Combination beneficially own, directly or
   indirectly, more than 50% of, respectively, the then outstanding
   shares of common stock and the combined voting power of the then
   outstanding voting securities entitled to vote generally in the
   election of directors, as the case may be, of the corporation
   resulting from such Business Combination (including, without
   limitation, a corporation which as a result of such transaction
   owns the Company or all or substantially all of the Company's
   assets either directly or through one or more Subsidiaries) in
   substantially the same proportions as their ownership, immediately
   prior to such Business Combination of the Outstanding Company
   Common Stock and Outstanding Company Voting Securities, as the
   case may be, (ii) no Person or Group (excluding any corporation
   resulting from such Business Combination or any employee benefit
   plan (or related trust) of the Company or such corporation
   resulting from such Business Combination) beneficially owns,
   directly or indirectly, 30% or more of, respectively, the then
   outstanding shares of common stock of the corporation resulting
   from such Business Combination or the combined voting power of the
   then outstanding voting securities of such corporation except to
   the extent that such ownership existed prior to the Business
   Combination and (iii) at least a majority of the members of the
   board of directors of the corporation resulting from such Business
   Combination were members of the Incumbent Board at the time of the
   execution of the initial agreement, or of the action of the Board
   of Directors, providing for such Business Combination; or

        (d)  approval by the shareholders of the Company of a
   complete liquidation or dissolution of the Company.

        "Citibank" has the meaning specified in the recital of
         --------
   parties to this Agreement.

        "Commitment" means, as to each Lender, the obligation of
         ----------
   such Lender to make A Advances in an aggregate principal amount at
   any one time outstanding up to but not exceeding the amount set
   opposite the name of such Lender on the signature pages hereof
   under the caption "Commitment" or, in the case of a Person that
   becomes a Lender pursuant to an assignment permitted under Section
   8.07, or pursuant to an assumption of obligations under Section
   2.05, as specified in the Register (as such Commitment may be
   reduced from time to time pursuant hereto).  The original
   aggregate principal amount of the Commitments is $800,000,000.

        "Commitment Increase" has the meaning specified in Section
         -------------------
   2.05(c).

        "Commitment Increase Date" has the meaning specified in
         ------------------------
   Section 2.05(c).

        "Commitment Termination Date" means August 13, 2002 or, in
         ---------------------------
   the case of any Lender whose Commitment is extended pursuant to
   Section 2.05(b), the date to which such Commitment is extended;
   provided in each case that if any such date is not a Business Day,
   the relevant Commitment Termination Date of such Lender shall be
   the immediately preceding Business Day.  When the term "Commitment
   Termination Date" is used herein without reference to any
   particular Lender, such term shall, in such instance, be deemed to
   be a reference to the latest Commitment Termination Date of any of
   the Lenders then in effect hereunder.

        "Consolidated" refers to the consolidation of the accounts
         ------------
   of the Company and its Subsidiaries in accordance with generally
   accepted accounting principles, including principles of


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -6-


   consolidation, consistent with those applied in the preparation of
   the financial statements referred to in Section 4.01(e)(i).

        "Consolidated Net Tangible Assets" means, at any time, for
         --------------------------------
   the Company and its Consolidated Subsidiaries (determined on a
   Consolidated basis without duplication in accordance with GAAP),
   Consolidated Tangible Assets at such time after deducting
   therefrom all current liabilities, other than current liabilities
   in respect of (a) notes and loans payable, (b) current maturities
   of long-term debt and (c) current maturities of the principal
   component of Capitalized Lease Obligations.

        "Consolidated Net Worth" means, at any time, the sum for the
         ----------------------
   Company and its Consolidated Subsidiaries (determined on a
   Consolidated basis without duplication in accordance with GAAP),
   the amount of capital stock plus the amount of surplus and
   retained earnings (or, in the case of a surplus or retained
   earnings deficit, minus the amount of such deficit).

        "Consolidated Subsidiary" means a Subsidiary of the Company,
         -----------------------
   the accounts of which in accordance with generally accepted
   accounting principles are consolidated with those of the Company.

        "Consolidated Tangible Assets" means, at any time, for the
         ----------------------------
   Company and its Consolidated Subsidiaries (determined on a
   Consolidated basis without duplication in accordance with GAAP),
   the aggregate amount of all assets (less applicable reserves and
   other properly deductible items) after deducting therefrom all
   goodwill, trade names, trademarks, patents, unamortized debt
   discount and expenses (to the extent included in said aggregate
   amount of assets) and other like intangibles.

        "Convert", "Conversion" and "Converted" each refers to a
         -------    ----------       ---------
   conversion of A Advances of one Type denominated in Dollars into A
   Advances of the other Type denominated in Dollars pursuant to
   Section 2.08 or 2.09.

        "Currency" means Dollars or Euros.
         --------

        "Debt" of any Person means, without duplication:
         ----
   (a) indebtedness of such Person for borrowed money,
   (b) obligations of such Person evidenced by bonds, debentures,
   notes or other similar instruments, (c) obligations of such Person
   to pay the deferred purchase price of property or services (other
   than trade accounts payable arising, and accrued expenses
   incurred, in the ordinary course of business so long as such trade
   accounts payable are payable on customary trade terms or on other
   trade terms that are more advantageous to the Company),
   (d) Capitalized Lease Obligations of such Person and
   (e) obligations of such Person under direct or indirect guaranties
   in respect of, and obligations (contingent or otherwise) to
   purchase or otherwise acquire, or otherwise to assure a creditor
   against loss in respect of, indebtedness or obligations of others
   of the kinds referred to in clauses (a) through (d) above.

        "Debt to Adjusted EBITDA Ratio" means, at any date, the
         -----------------------------
   ratio of:

             (a)  Debt of the Company and its Consolidated
        Subsidiaries on a Consolidated basis as of such date to
                                                             --

             (b)  Adjusted EBITDA for the Rolling Period ending on
        or most recently ended prior to such date.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -7-


        "Default" means any Event of Default or any event that would
         -------
   constitute an Event of Default but for the requirement that notice
   be given or time elapse or both.

        "Designated Borrower" means any wholly owned Subsidiary of
         -------------------
   the Company as to which a Designation Letter has been delivered to
   the Administrative Agent and as to which a Termination Letter has
   not been delivered to the Administrative Agent in accordance with
   Section 2.17.

        "Designation Letter" has the meaning specified in
         ------------------
   Section 2.17(a).

        "Dollar Equivalent" means with respect to any Borrowing
         -----------------
   denominated in Euros, the amount of Dollars that would be required
   to purchase the amount of Euros of such Borrowing on the date two
   Business Days prior to the date of such Borrowing (or, in the case
   of any determination made under Section 2.10(c) or redenomination
   under Section 2.13(e), on the date of determination or
   redenomination therein referred to), based upon the spot selling
   rate at which the Administrative Agent offers to sell Euros for
   Dollars in the London foreign exchange market at approximately
   11:00 a.m., London time, for delivery two Business Days later.

        "Dollars" or "$" refers to lawful money of the United States
         -------      -
   of America.

        "Domestic Lending Office" means, with respect to any Lender,
         -----------------------
   the office of such Lender specified as its "Domestic Lending
   Office" in the Administrative Questionnaire of such Lender or in
   the Acceptance pursuant to which it became a Lender, or such other
   office of such Lender as such Lender may from time to time specify
   to the Company and the Administrative Agent.

        "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of
         -----------------
   a Lender; (iii) a commercial bank organized under the laws of the
   United States, or any State thereof, and having total assets in
   excess of $5,000,000,000; (iv) a savings and loan association or
   savings bank organized under the laws of the United States, or any
   State thereof, and having total assets in excess of
   $3,000,000,000; (v) a commercial bank organized under the laws of
   any other country that is a member of the Organization for
   Economic Cooperation and Development or has concluded special
   lending arrangements with the International Monetary Fund
   associated with its General Arrangements to Borrow or of the
   Cayman Islands, or a political subdivision of any such country,
   and having total assets in excess of $5,000,000,000, so long as
   such bank is acting through a branch or agency located in the
   country in which it is organized or another country that is
   described in this clause (v); (vi) a finance company, insurance
   company or other financial institution or fund (whether a
   corporation, partnership, trust or other entity) that is engaged
   in making, purchasing or otherwise investing in commercial loans
   in the ordinary course of its business and having total assets in
   excess of $3,000,000,000; and (vii) any other Person approved by
   the Administrative Agent and the Company, such approval not to be
   unreasonably withheld or delayed; provided that neither the
   Company nor an Affiliate of the Company shall qualify as an
   Eligible Assignee.

        "Environmental Laws" means any and all applicable laws and
         ------------------
   regulations relating to the protection of the environment,
   including laws relating to emissions, discharges, releases, spills
   and disposal of material into the environment (e.g., air, surface
   water, groundwater and the land).

        "Environmental Permit" means any permit, license or other
         --------------------
   governmental approval required under any Environmental Laws.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -8-


        "ERISA" means the Employee Retirement Income Security Act of
         -----
   1974, as amended from time to time, and the regulations
   promulgated and rulings issued thereunder.

        "ERISA Affiliate" means any Person that for purposes of
         ---------------
   Title IV of ERISA is a member of the Company's controlled group,
   or under common control with the Company, within the meaning of
   Section 414 of the Internal Revenue Code.

        "ERISA Event" means (a) the occurrence of a reportable
         -----------
   event, within the meaning of Section 4043 of ERISA, that would
   have a Material Adverse Effect with respect to any Plan unless the
   30-day notice requirement with respect to such event has been
   waived by the PBGC; (b) the application for a minimum funding
   waiver with respect to a Plan; (c) the provision by the
   administrator of any Plan of a notice of intent to terminate such
   Plan pursuant to Section 4041(c) of ERISA; (d) the cessation of
   operations at a facility of the Company or any of its ERISA
   Affiliates in the circumstances described in Section 4062(e) of
   ERISA; (e) the failure by the Company or any of its ERISA
   Affiliates to make a payment to a Plan if the conditions for the
   imposition of a lien under Section 302(f)(1) of ERISA are
   satisfied; (f) the adoption of an amendment to a Plan requiring
   the provision of security to such Plan, pursuant to Section 307 of
   ERISA; or (g) the institution by the PBGC of proceedings to
   terminate a Plan, pursuant to Section 4042 of ERISA, or the
   occurrence of any event or condition described in Section 4042 of
   ERISA that could constitute grounds for the termination of, or the
   appointment of a trustee to administer, a Plan.

        "Euro Equivalent" means with respect to any amount in
         ---------------
   Dollars, the amount of Euros that could be purchased with such
   amount of Dollars using the reciprocal of the foreign exchange
   rate(s) specified in the definition of "Dollar Equivalent", as
   determined by the Administrative Agent.

        "Eurocurrency Lending Office" means, with respect to any
         ---------------------------
   Lender, the office of such Lender specified as its "Eurocurrency
   Lending Office" in the Administrative Questionnaire of such Lender
   or in the Acceptance pursuant to which it became a Lender (or, if
   no such office is specified, its Domestic Lending Office), or such
   other office of such Lender as such Lender may from time to time
   specify to the Company and the Administrative Agent.

        "Eurocurrency Liabilities" has the meaning assigned to that
         ------------------------
   term in Regulation D of the Board of Governors of the Federal
   Reserve System, as in effect from time to time.

        "Eurocurrency Rate" means:
         -----------------

        (a) For any Interest Period for each Eurocurrency Rate
   Advance comprising part of the same Borrowing denominated in
   Dollars, an interest rate per annum equal to the rate per annum
   obtained by dividing (i) the average (rounded upward to the
   nearest whole multiple of 1/16 of 1% per annum, if such average is
   not such a multiple) of the rate per annum at which deposits in
   U.S. dollars are offered by the principal office of each of the
   Reference Banks in London, England to prime banks in the London
   interbank market at 11:00 A.M. (London time) two Business Days
   before the first day of such Interest Period in an amount
   substantially equal to such Reference Bank's Eurocurrency Rate
   Advance comprising part of such Borrowing to be outstanding during
   such Interest Period and for a period equal to such Interest
   Period by (ii) a percentage equal to 100% minus the Eurocurrency
   Rate Reserve Percentage for such Interest Period.  The
   Eurocurrency Rate for any Interest Period for each Eurocurrency
   Rate Advance comprising part of the same Borrowing denominated in
   Dollars shall be determined by the Administrative Agent on the
   basis of applicable rates furnished to and received by the
   Administrative Agent from the


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -9-


   Reference Banks two Business Days before the first day of such
   Interest Period, subject, however, to the provisions of Section
   2.08;

        (b) For any Interest Period for each Eurocurrency Rate
   Advance comprising part of the same Borrowing denominated in
   Euros, an interest rate per annum equal to the rate per annum
   obtained by dividing (i) the rate appearing on the Screen at
   approximately 11:00 a.m., London time, two Business Days before
   the first day of such Interest Period, as the Eurocurrency Rate
   for deposits denominated in Euros with a maturity compatible to
   such Interest Period, by (ii) a percentage equal to 100% minus the
   Eurocurrency Rate Reserve Percentage for such Interest Period.  In
   the event that such rate is not available on the Screen at such
   time for any reason, then the Eurocurrency Rate for such Interest
   Period shall be the rate at which deposits in Euros in the amount
   of $5,000,000 and for a maturity comparable to such Interest
   Period are offered by the principal London office of the
   Administrative Agent in immediately available funds in the London
   interbank market at approximately 11:00 a.m., London time, two
   Business Days before the first day of such Interest Period.

        "Eurocurrency Rate Advance" means an A Advance that bears
         -------------------------
   interest as provided in Section 2.07(a)(ii).

        "Eurocurrency Rate Reserve Percentage" for any Interest
         ------------------------------------
   Period for all Eurocurrency Rate Advances comprising part of the
   same Borrowing means the reserve percentage applicable two
   Business Days before the first day of such Interest Period under
   regulations issued from time to time by the Board of Governors of
   the Federal Reserve System (or any successor) for determining the
   maximum reserve requirement (including, without limitation, any
   emergency, supplemental or other marginal reserve requirement) for
   a member bank of the Federal Reserve System in New York City with
   respect to liabilities or assets consisting of or including
   Eurocurrency Liabilities (or with respect to any other category of
   liabilities that includes deposits by reference to which the
   interest rate on Eurocurrency Rate Advances is determined) having
   a term equal to such Interest Period.

        "Euros" means the single currency of participating member
         -----
   states of the European Union.

        "Events of Default" has the meaning specified in Section 6.01.
         -----------------

        "Exchange Act" means the Securities Exchange Act of 1934, as
         ------------
   amended.

        "Excluded Representations" means the representations and
         ------------------------
   warranties set forth in Section 4.01(e)(ii), Section 4.01(f)
   (excluding clause (ii) thereof) and the second sentence of Section
   4.01(c).


        "Existing Credit Agreement" has the meaning specified in the
         -------------------------
   Preliminary Statements to this Agreement.

        "Facility Fee" has the meaning specified in Section 2.04(a).
         ------------

        "Facility Fee Rate" has the meaning assigned to such term in
         -----------------
   Schedule 2A.

        "Federal Funds Rate" means, for any period, a fluctuating
         ------------------
   interest rate per annum equal for each day during such period to
   the weighted average of the rates on overnight Federal funds
   transactions with members of the Federal Reserve System arranged
   by Federal funds brokers, as


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -10-


   published for such day (or, if such day is not a Business Day, for
   the next preceding Business Day) by the Federal Reserve Bank of
   New York, or, if such rate is not so published for any day that is
   a Business Day, the average of the quotations for such day on such
   transactions received by the Administrative Agent from three
   Federal funds brokers of recognized standing selected by it.

        "Fixed Rate Advances" has the meaning specified in Section
         -------------------
   2.03(a)(i).

        "Floating Rate Advances" has the meaning specified in
         ----------------------
   Section 2.03(a)(i).

        "GAAP" has the meaning specified in Section 1.03.
         ----

        "Guaranteed Obligations" has the meaning specified in
         ----------------------
   Section 9.01.

        "Increasing Lender" has the meaning assigned to such term in
         -----------------
   Section 2.05(c).

        "Indemnified Party" has the meaning specified in Section 8.04(b).
         -----------------

        "Information" has the meaning specified in Section 4.01(j)(i).
         -----------

        "Interest Coverage Ratio" means, at any date, the ratio of
         -----------------------
   (a) Adjusted EBITDA for the Rolling Period ending on or most
   recently ended prior to such date to (b) Interest Expense for such
   Rolling Period.

        "Interest Expense" means, for any period, the sum, for the
         ----------------
   Company and its Consolidated Subsidiaries (determined on a
   consolidated basis without duplication in accordance with GAAP),
   of all interest in respect of Debt (including, without limitation,
   the interest component of any payments in respect of Capitalized
   Lease Obligations) accrued or capitalized during such period
   (whether or not actually paid during such period).

        "Interest Period" means, for each Eurocurrency Rate Advance
         ---------------
   comprising part of the same A Borrowing, the period commencing on
   the date of such Eurocurrency Rate Advance or the date of the
   Conversion of any Base Rate Advance into such Eurocurrency Rate
   Advance and ending on the last day of the period selected by the
   Company pursuant to the provisions below and, thereafter, each
   subsequent period commencing on the last day of the immediately
   preceding Interest Period and ending on the last day of the period
   selected by the Company pursuant to the provisions below.  The
   duration of each such Interest Period shall be one, two, three or
   six months (or, with respect to such portion of any Eurocurrency
   Advance denominated in Euros that is scheduled to be repaid on the
   Commitment Termination Date, a period of less than one month's
   duration) commencing on the date of such Advance and ending on the
   Commitment Termination Date, as the Company (on its own behalf and
   on behalf of all other Borrowers) may, upon notice received by the
   Administrative Agent not later than 11:00 A.M. (New York City
   time) on the third Business Day prior to the first day of such
   Interest Period, select; provided that:

             (i)  the Company may not select any Interest Period
        that ends after the Commitment Termination Date;

             (ii)  Interest Periods commencing on the same date for
        Eurocurrency Rate Advances comprising part of the same A
        Borrowing shall be of the same duration;


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -11-


             (iii)  whenever the last day of any Interest Period
        would otherwise occur on a day other than a Business Day,
        the last day of such Interest Period shall be extended to
        occur on the next succeeding Business Day, provided that, if
        such extension would cause the last day of such Interest
        Period to occur in the next following calendar month, the
        last day of such Interest Period shall occur on the next
        preceding Business Day; and

             (iv)  whenever the first day of any Interest Period,
        other than an Interest Period pertaining to a Eurocurrency
        Borrowing denominated in Euros that ends on the Commitment
        Termination Date that is permitted to be of less than one
        month's duration as provided in this definition, occurs on a
        day of an initial calendar month for which there is no
        numerically corresponding day in the calendar month that
        succeeds such initial calendar month by the number of months
        equal to the number of months in such Interest Period, such
        Interest Period shall end on the last Business Day of such
        succeeding calendar month.

        "Internal Revenue Code" means the Internal Revenue Code of
         ---------------------
   1986, as amended from time to time, and the regulations
   promulgated and rulings issued thereunder.

        "Lenders" means the Initial Lenders listed on the signature
         -------
   pages hereof and each institution that shall become a party hereto
   pursuant to Section 2.05 or Section 8.07(a), (b) or (d).

        "Lien" means any lien, security interest or other charge or
         ----
   encumbrance of any kind, or any other type of preferential
   arrangement, including, without limitation, the lien or retained
   security title of a conditional vendor and any easement, right of
   way or other encumbrance on title to real property.

        "Majority Lenders" means at any time Lenders owed at least
         ----------------
   66-2/3% of the then aggregate unpaid principal amount of the A
   Advances owing to Lenders, or, if no such principal amount is then
   outstanding, Lenders having at least 66-2/3% of the Commitments.

        "Margin Stock" has the meaning specified in Regulation U of
         ------------
   the Board of Governors of the Federal Reserve System.

        "Material Adverse Effect" means a material adverse effect on
         -----------------------
   (a) the financial condition or results of operations of the
   Company and its Subsidiaries, taken as a whole or (b) the
   legality, validity or enforceability of this Agreement or any
   Note.

        "Material Contract" means any contractual, legal or other
         -----------------
   obligation binding upon the Company or a Material Subsidiary under
   which a default in payment by the Company or such Material
   Subsidiary would have a Material Adverse Effect.

        "Material Subsidiary" means, at any time, any Consolidated
         -------------------
   Subsidiary that, on a consolidated basis with its Subsidiaries,
   has:

             (a)  at least 5% (in the case of Solutia UK Ltd. and
        Solutia Europe S.A./N.V.) or 10% (in the case of each other
        Consolidated Subsidiary) of the total Consolidated assets of
        the Company and its Consolidated Subsidiaries (determined as
        of the last day of the most recent fiscal quarter of the
        Company); or

             (b)  at least 5% (in the case of Solutia UK Ltd. and
        Solutia Europe S.A./N.V.) or 10% (in the case of each other
        Consolidated Subsidiary) of the Consolidated net sales of

                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -12-


        the Company and its Consolidated Subsidiaries for the
        twelve-month period ending on the last day of the most
        recent fiscal quarter of the Company.

        "Moody's" means Moody's Investors Service, Inc. and its
         -------
   successors.

        "Multiemployer Plan" means a multiemployer plan, as defined
         ------------------
   in Section 4001(a)(3) of ERISA, to which the Company or any of its
   ERISA Affiliates is making or accruing an obligation to make
   contributions, or has within any of the preceding five plan years
   made or accrued an obligation to make contributions.

        "Multiple Employer Plan" means a single employer plan, as
         ----------------------
   defined in Section 4001(a)(15) of ERISA, that (a) is maintained
   for employees of the Company (or its predecessor's chemicals
   business) or any of its ERISA Affiliates and at least one Person
   other than the Company (or its predecessor's chemicals business)
   and its ERISA Affiliates or (b) was so maintained and in respect
   of which the Company (or its predecessor's chemicals business) or
   any of its ERISA Affiliates could have liability under Section
   4064 or 4069 of ERISA in the event such plan has been or were to
   be terminated.

        "Note" means an A Note or a B Note.
         ----

        "Notice of A Borrowing" has the meaning specified in Section
         ---------------------
   2.02(a).

        "Notice of B Borrowing" has the meaning specified in Section
         ---------------------
   2.03(a)(i).

        "Ownership Interest" in (or of) any corporation,
         ------------------
   partnership, joint venture, limited liability company, trust or
   estate means (a) issued and outstanding capital stock having
   ordinary voting power in the election of the Board of Directors of
   such corporation (irrespective of whether at the time capital
   stock of any other class or classes of such corporation shall or
   might have voting power upon the occurrence of any contingency),
   (b) an interest in the capital or profits of such partnership,
   joint venture or limited liability company or (c) a beneficial
   interest in such trust or estate.

        "PBGC" means the Pension Benefit Guaranty Corporation.
         ----

        "Person" means an individual, partnership, corporation
         ------
   (including a business trust), joint stock company, trust,
   unincorporated association, joint venture, limited liability
   company or other entity, or a government or any political
   subdivision or agency thereof.

        "Plan" means a Single Employer Plan or a Multiple Employer
         ----
   Plan.

        "Post-Restatement Date Information" has the meaning
         ---------------------------------
   specified in Section 4.01(j)(iv).

        "Principal Property" means any building, structure or other
         ------------------
   facility, together with the land upon which it is erected and
   fixtures comprising a part thereof, used primarily for
   manufacturing, the gross book value of which on the date as of
   which such determination is being made exceeds 1% of the gross
   property, plant and equipment of the Company as shown in its
   Consolidated financial statements, provided that any property
   which, in the opinion of the Company, is not of material
   importance to the business of the Company and its Consolidated
   Subsidiaries, taken as a whole, shall not be deemed to be a
   Principal Property.

        "Rated Securities" means, at any time, the long-term senior
         ----------------
   unsecured, unguaranteed debt securities of the Company outstanding
   at such time.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -13-


        "Rating Level" means Rating Level 1, Rating Level 2, Rating
         ------------
   Level 3, Rating Level 4, Rating Level 5 or Rating Level 6.  For
   purposes hereof, Rating Level 1 shall be deemed to be the highest
   Rating Level and Rating Level 6 shall be deemed to be the lowest
   Rating Level.

        "Rating Level 1" means a rating of the Rated Securities
         --------------
   better than or equal to A2 by Moody's or better than or equal to A
   by S&P.

        "Rating Level 2" means a rating of the Rated Securities
         --------------
   equal to A3 by Moody's or A- by S&P.

        "Rating Level 3" means a rating of the Rated Securities
         --------------
   equal to Baa1 by Moody's or BBB+ by S&P.

        "Rating Level 4" means a rating of the Rated Securities
         --------------
   equal to Baa2 by Moody's or BBB by S&P.

        "Rating Level 5" means a rating of the Rated Securities
         --------------
   equal to Baa3 by Moody's or BBB- by S&P.

        "Rating Level 6" means a rating of the Rated Securities less
         --------------
   than Baa3 by Moody's and less than BBB- by S&P.  If Moody's or S&P
   shall not have in effect a rating for the Rated Securities at any
   time, then the Rated Securities shall be deemed to be rated by
   Moody's or S&P, as the case may be, in Rating Level 6.

        "Rating Level Change" means a change in the rating of the
         -------------------
   Rated Securities by either or both of Moody's and S&P (other than
   as a result of a change in the rating system of such rating
   agency) that results in the change from one Rating Level to
   another, which Rating Level Change shall be effective on the date
   on which the relevant change in the rating of the Rated Securities
   is first announced by Moody's or S&P, as the case may be.

        "Reference Banks" means Citibank, Bank of America and
         ---------------
   Societe Generale; provided that the Company (on its own behalf and
   on behalf of the other Borrowers) may at any time substitute
   another Lender as one of the Reference Banks, but such
   substitution shall terminate after 30 days if within such period
   the Majority Lenders shall have notified the Administrative Agent
   of their objection to such substitution.

        "Register" has the meaning specified in Section 8.07(c).
         --------

        "Restatement Date" has the meaning assigned to such term in
         ----------------
   Section 3.01.

        "Rolling Period" means the period of four consecutive
         --------------
   calendar quarters ending on or most recently ended prior to such
   date.

        "S&P" means Standard & Poor's Ratings Services, presently a
         ---
   division of The McGraw-Hill Companies, Inc., and its successors.

        "Screen" means Telerate Page 3750 (or such other page as may
         ------
   replace such Telerate Page 3750 for purposes of displaying the
   Eurocurrency Rate for Euros); provided that, if the Administrative
   Agent determines that there is no such relevant display page on
   the Telerate Service for the Eurocurrency Rate for Euros, "Screen"
   shall mean the relevant display page for the


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -14-


   Eurocurrency Rate for Euros (as determined by the Administrative
   Agent) on the Reuter Monitor Money Rates Service.

        "Single Employer Plan" means a single employer plan, as
         --------------------
   defined in Section 4001(a)(15) of ERISA, that (a) is maintained
   for employees of the Company (or its predecessor's chemicals
   business) or any of its ERISA Affiliates and no Person other than
   the Company (or its predecessor's chemicals business) and its
   ERISA Affiliates or (b) was so maintained and in respect of which
   the Company (or its predecessor's chemicals business) or any of
   its ERISA Affiliates could have liability under Section 4069 of
   ERISA in the event such plan has been or were to be terminated.

        "Solvent" means, with respect to any Person on a particular
         -------
   date, that on such date (a) the present fair salable value of the
   assets of such Person is not less than the amount that will be
   required to pay the probable liability of such Person on its debts
   as they become absolute and matured, (b) such Person does not
   intend to, and does not believe that it will, incur debts or
   liabilities beyond such Person's ability to pay as such debts and
   liabilities mature and (c) such Person is not engaged in business
   or a transaction, and is not about to engage in business or a
   transaction, for which such Person's property would be
   unreasonably small in relation to such business or such
   transaction.

        "Specified Joint Venture" means a joint venture or other
         -----------------------
   Person (other than a Consolidated Subsidiary of the Company) of
   which (or in which) at least 50% of the Ownership Interests
   thereof is at the time directly or indirectly owned by the
   Company, by the Company and one or more of its Consolidated
   Subsidiaries or by one or more of the Company's Consolidated
   Subsidiaries, provided that the Company's joint venture partners
   in such joint venture or other Person do not, in the aggregate,
   control (or possess the ability to control) such joint venture or
   other Person.  For purposes of this definition, a "joint venture
   partner" means a Person that owns any Ownership Interests in the
   related joint venture or other Person and that is not the Company
   or one of its Consolidated Subsidiaries.

        "Subsidiary" of any Person means any corporation,
         ----------
   partnership, joint venture, limited liability company, trust or
   estate of which (or in which) more than 50% of the Ownership
   Interests thereof is at the time directly or indirectly owned or
   controlled by such Person, by such Person and one or more of its
   other Subsidiaries or by one or more of such Person's other
   Subsidiaries.

        "Syndication Agent" has the meaning specified in the recital
         -----------------
   of parties to this Agreement.

        "Taxes" has the meaning specified in Section 2.15(a).
         -----

        "Threshold Amount" means, at any time:  (a) if the Company's
         ----------------
   Consolidated Net Worth at such time is greater than zero,
   $50,000,000; and (b) at any other time, $25,000,000.

        "Voting Stock" means capital stock issued by a corporation,
         ------------
   or equivalent interests in any other Person, the holders of which
   are ordinarily, in the absence of contingencies, entitled to vote
   for the election of directors (or persons performing similar
   functions) of such Person, even if the right so to vote has been
   suspended by the happening of such a contingency.

        "Withdrawal Liability" has the meaning specified in Part I
         --------------------
   of Subtitle E of Title IV of ERISA.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT



<PAGE>
<PAGE>

                               -15-


        SECTION 1.02.  Computation of Time Periods.  In this
                       ---------------------------
Agreement in the computation of periods of time from a specified date to
a later specified date, the word "from" means "from and including" and
the words "to" and "until" each mean "to but excluding".

        SECTION 1.03.  Accounting Terms and Determinations.  All
                       -----------------------------------
accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements referred to
in Section 4.01(e)(i) ("GAAP").  All determinations of Adjusted
                        ----
EBITDA, Consolidated Net Tangible Assets, Consolidated Net Worth,
Consolidated Tangible Assets and Interest Expense shall be made on the
basis of the financial statements most recently delivered pursuant to
Section 4.01(e)(i) and Sections 5.01(i)(i) and (ii).  In the event that,
after the date of this Agreement, there are any changes in GAAP, the
Lenders will consider a request by the Company to amend this Agreement
to take account of such changes.

        SECTION 1.04.  Currencies; Currency Equivalents.  At any
                       --------------------------------
time, any reference in the definition of the term "Euros" or in any
other provision of this Agreement to the currency of the participating
member states of the European Union means the lawful currency of such
participating member states at such time whether the name of such
currency is the same as it was on the date hereof.  Except as provided
in Section 2.10(c) and Section 2.13(e), for purposes of determining
(i) whether the amount of any Borrowing, together with all other
Borrowings then outstanding or to be borrowed at the same time as such
Borrowing, would exceed the aggregate amount of the Commitments,
(ii) the aggregate unutilized amount of the Commitments and (iii) the
outstanding aggregate principal amount of Borrowings, the outstanding
principal amount of any Borrowing that is denominated in Euros shall be
deemed to be the Dollar Equivalent of the amount of Euros of such
Borrowing determined as of the date of such Borrowing.  Wherever in this
Agreement in connection with a Borrowing or Advance an amount, such as a
required minimum or multiple amount, is expressed in Dollars, but such
Borrowing or Advance is denominated in Euros, such amount shall be the
relevant Euro Equivalent of such Dollar amount (rounded to the nearest
1,000 units of Euros).


                               ARTICLE II

                   AMOUNTS AND TERMS OF THE ADVANCES


        SECTION 2.01.  The A Advances.
                       --------------

        (a)  Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make A Advances to the Company and
any Designated Borrower (in Dollars or in Euros, at the election of the
Company on its own behalf or on behalf of the applicable Borrower) from
time to time on any Business Day during the period from the Restatement
Date to and including the Commitment Termination Date in an aggregate
amount not to exceed at any time outstanding the amount of such Lender's
Commitment; provided that the aggregate amount of the Commitments of the
Lenders shall be deemed used from time to time to the extent of the
Dollar Equivalent of the aggregate amount of the B Advances then
outstanding and such deemed use of the aggregate amount of the
Commitments shall be allocated among the Lenders ratably according to
their respective Commitments (such deemed use of the aggregate amount of
the Commitments being a "B Reduction").
                         -----------

        On the Restatement Date all outstanding A Advances of each
Lender shall automatically, without any action on the part of any
Person, be deemed to be A Advances of the Company hereunder.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -16-


        (b)  Each A Borrowing shall be in an aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof, or
the aggregate amount of the unused portion of the Lenders' Commitments;
provided that any A Borrowing in an aggregate amount less than
$10,000,000 shall consist solely of Base Rate Advances.  In addition,
each A Borrowing shall consist of A Advances of the same Type and
Currency and having the same Interest Period made on the same day by the
Lenders ratably according to their respective Commitments.  Within the
limits of each Lender's Commitment, the Borrowers may borrow under this
Section 2.01, prepay pursuant to Section 2.10 and, on or prior to the
Commitment Termination Date, reborrow under this Section 2.01.

        SECTION 2.02.  Making the A Advances.
                       ---------------------

        (a)  Each A Borrowing shall be made on notice, given not
later than 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed A Borrowing (in the case of an A
Borrowing to consist of Eurocurrency Rate Advances), or by 11:00 A.M.
(New York City time) on the day of the proposed A Borrowing (in the case
of an A Borrowing to consist of Base Rate Advances), by the Company (on
its own behalf and on behalf of the other Borrowers) to the
Administrative Agent, which shall give to each Lender prompt notice
thereof by telecopier or by telex.  Each such notice of an A Borrowing
(a "Notice of A Borrowing") shall be by telecopier or by telex,
    ---------------------
confirmed immediately in writing, in substantially the form of Exhibit
B-1 hereto, specifying therein (i) the date of such A Borrowing, (ii)
the Type of A Advances comprising such A Borrowing, (iii) the aggregate
amount of such A Borrowing and the Currency thereof (except that Base
Rate Advances must be denominated in Dollars), (iv) in the case of an A
Borrowing consisting of Eurocurrency Rate Advances, the initial Interest
Period for each such A Advance and (v) the name of the Borrower of such
A Advance (which shall be the Company or a Designated Borrower).  Each
Lender shall on the date of such A Borrowing, before 11:00 A.M. (New
York City time), in the case of an A Borrowing to consist of
Eurocurrency Rate Advances, and before 1:00 P.M. (New York City time),
in the case of an A Borrowing to consist of Base Rate Advances, make
available for the account of its Applicable Lending Office to the
Administrative Agent at its address referred to in Section 8.02, in the
relevant Currency and in same day funds, such Lender's ratable portion
of such A Borrowing.  After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will make such funds available to
the Company at the Administrative Agent's aforesaid address (or, in the
case of an A Borrowing by a Designated Borrower, the Administrative
Agent will make such funds available to the relevant Borrower in such
manner as the Administrative Agent and the Company may agree).

        (b)  Anything in subsection (a) above to the contrary
notwithstanding (1) no Borrower may select Eurocurrency Rate Advances
for any A Borrowing if the obligation of the Lenders to make
Eurocurrency Rate Advances shall then be suspended pursuant to
Section 2.08 or 2.12 (except as otherwise provided in Section
2.12(b)(ii)) and (2) Base Rate Advances shall be denominated solely in
Dollars.

        (c)  Each Notice of A Borrowing shall be binding on the
Company and each Designated Borrower.  In the case of any A Borrowing
that the related Notice of A Borrowing specifies is to consist of
Eurocurrency Rate Advances, the Company (and, if a Designated Borrower
is the borrower of the related A Advances, such Designated Borrower)
shall indemnify each Lender against any loss, cost or expense incurred
by such Lender as a result of any revocation of such Notice of A
Borrowing by the Company (or such Designated Borrower) or any failure to
fulfill on or before the date specified in such Notice of A Borrowing
for such A Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the A Advance to be made by such Lender
as part of such A Borrowing when such A Advance, as a result of such
revocation or failure, is not made on such date.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -17-


        (d)  Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any A Borrowing (in the case
of an A Borrowing to consist of Eurocurrency Rate Advances) and not
later than 12:00 Noon (New York City time) on the Business Day of the
proposed A Borrowing (in the case of an A Borrowing to consist of Base
Rate Advances) that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of such A Borrowing,
the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such A
Borrowing in accordance with subsection (a) of this Section 2.02 and the
Administrative Agent may, in reliance upon such assumption, make
available to the relevant Borrower on such date a corresponding amount;
provided that nothing in this subsection (d) shall be construed to
relieve any Lender from any obligation hereunder to make available to
the Administrative Agent its ratable portion of such A Borrowing in
accordance with subsection (a) of this Section 2.02.  If and to the
extent that such Lender shall not have so made such ratable portion
available to the Administrative Agent, such Lender and the relevant
Borrower severally agree to repay to the Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for
each day from the date such amount is made available to the relevant
Borrower until the date such amount is repaid to the Administrative
Agent, at (i) in the case of such Borrower, the interest rate applicable
at such time to the A Advances comprising such A Borrowing and (ii) in
the case of such Lender, the Federal Funds Rate.  If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount
so repaid shall constitute such Lender's A Advance as part of such A
Borrowing for purposes of this Agreement.

        (e)  The failure of any Lender to make the A Advance to be
made by it as part of any A Borrowing shall not relieve any other Lender
of its obligation, if any, hereunder to make its A Advance on the date
of such A Borrowing, but no Lender shall be responsible for the failure
of any other Lender to make the A Advance to be made by such other
Lender on the date of any A Borrowing.

        SECTION 2.03.  The B Advances.
                       --------------

        (a)  Each Lender severally agrees, on the terms and
conditions hereinafter set forth, that the Company and any Designated
Borrower may make B Borrowings in Dollars or in Euros (at the election
of the Company on its own behalf or on behalf of the applicable
Borrower) under this Section 2.03 from time to time on any Business Day
during the period from the Restatement Date until the date occurring
seven days prior to the Commitment Termination Date in the manner set
forth below; provided that, following the making of each B Borrowing,
(X) the Dollar Equivalent of the aggregate amount of the B Advances of
all Lenders then outstanding shall not exceed the aggregate amount of
the Commitments of the Lenders, and (Y) the Dollar Equivalent of the
aggregate amount of all Advances then outstanding shall not exceed the
aggregate amount of the Commitments of the Lenders.

        On the Restatement Date all outstanding B Advances of each
Lender shall automatically, without any action on the part of any
Person, be deemed to be B Advances of the Company hereunder.

        (i)  The Company (on its own behalf and on behalf of the
   other Borrowers) may request a B Borrowing under this Section 2.03
   by delivering to the Administrative Agent, by telecopier or telex,
   confirmed immediately in writing, a notice of a B Borrowing (a
   "Notice of B Borrowing"), in substantially the form of Exhibit
    ---------------------
   B-2 hereto, specifying therein:

             (1)  the date of such proposed B Borrowing;

             (2)  the aggregate amount of such proposed B Borrowing
        and the Currency thereof;

                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -18-


             (3)  the maturity date for repayment of each B Advance
        to be made as part of such B Borrowing (which maturity date
        may not be earlier than the date occurring thirty days after
        the date of such B Borrowing or later than the Commitment
        Termination Date);

             (4)  the interest payment date or dates relating
        thereto;

             (5)  whether such B Borrowing is to consist of Fixed
        Rate Advances or Floating Rate Advances;

             (6)  the name of the applicable Borrower (which shall
        be the Company or a Designated Borrower); and

             (7)  any other terms to be applicable to such B
        Borrowing,

   not later than 10:00 A.M. (New York City time) in the case of B
   Advances to be denominated in Dollars, and not later than 10:00
   A.M. (London time) in the case of B Advances to be denominated in
   Euros, (A) at least one Business Day prior to the date of the
   proposed B Borrowing, if the Company shall specify in the Notice
   of B Borrowing that the rates of interest to be offered by the
   Lenders shall be fixed rates per annum (the B Advances comprising
   any such B Borrowing being referred to herein as "Fixed Rate
                                                     ----------
   Advances") and (B) at least four Business Days (in the case of B
   --------
   Advances to be denominated in Dollars), or five Business Days (in
   the case of B Advances to be denominated in Euros) prior to the
   date of the proposed B Borrowing, if the Company shall instead
   specify in the Notice of B Borrowing the basis to be used by the
   Lenders in determining the rates of interest to be offered by them
   (the B Advances comprising such B Borrowing being referred to
   herein as "Floating Rate Advances").  The Administrative Agent
              ----------------------
   shall in turn promptly notify each Lender of each request for a B
   Borrowing received by it from the Company by sending such Lender a
   copy of the related Notice of B Borrowing.

        (ii)  Each Lender may, if, in its sole discretion, it elects
   to do so, irrevocably offer to make one or more B Advances to the
   applicable Borrower as part of such proposed B Borrowing at a rate
   or rates of interest specified by such Lender in its sole
   discretion, by notifying the Administrative Agent (which shall
   give prompt notice thereof to the Company), before 10:00 A.M. (New
   York City time) in the case of B Advances to be denominated in
   Dollars, and not later than 10:00 A.M. (London time) in the case
   of B Advances to be denominated in Euros, on the date of such
   proposed B Borrowing, in the case of a B Borrowing consisting of
   Fixed Rate Advances and three Business Days before the date of
   such proposed B Borrowing, in the case of a B Borrowing consisting
   of Floating Rate Advances, of the minimum amount and maximum
   amount of each B Advance which such Lender would be willing to
   make as part of such proposed B Borrowing (which amounts may,
   subject to the proviso to the first sentence of this Section
   2.03(a), exceed such Lender's Commitment, if any), the rate or
   rates of interest therefor and such Lender's Applicable Lending
   Office with respect to such B Advance; provided that if the
   Administrative Agent in its capacity as a Lender shall, in its
   sole discretion, elect to make any such offer, it shall notify the
   Company of such offer before 9:00 A.M. (New York City time or
   London time, as applicable) on the date on which notice of such
   election is to be given to the Administrative Agent by the other
   Lenders.  If any Lender shall elect not to make such an offer,
   such Lender shall so notify the Administrative Agent, before 10:00
   A.M. (New York City time or London time, as applicable) on the
   date on which notice of such election is to be given to the
   Administrative Agent by the other Lenders, and such Lender shall
   not be obligated to, and shall not, make any B Advance as part of
   such B Borrowing; provided that the failure by any Lender to give
   such notice shall not cause such Lender to be obligated to make
   any B Advance as part of such proposed B Borrowing.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -19-


        (iii) The Company (on its own behalf and on behalf of the
   other Borrowers) shall, in turn, before 12:00 Noon (New York City
   time) in the case of B Advances consisting of Fixed Rate Advances
   to be denominated in Dollars, and not later than 12:00 Noon
   (London time) in the case of B Advances consisting of Fixed Rate
   Advances to be denominated in Euros, on the date of such proposed
   B Borrowing, and before 1:00 P.M. (New York City time) in the case
   of B Advances consisting of Floating Rate Advances to be
   denominated in Dollars, and not later than 1:00 P.M. (London time)
   in the case of B Advances consisting of Floating Rate Advances to
   be denominated in Euros, three Business Days before the date of
   such proposed B Borrowing, either:

             (x)  cancel such B Borrowing by giving the
        Administrative Agent notice to that effect, or

             (y)  accept one or more of the offers made by any
        Lender or Lenders pursuant to paragraph (ii) above, in order
        of the lowest to highest rates of interest or margins (or,
        if two or more Lenders bid at the same rate of interest, and
        the amount of accepted offers is less than the aggregate
        amount of such offers, the amount to be borrowed from such
        Lenders as part of such B Borrowing shall be allocated among
        such Lenders pro rata on the basis of the maximum amount
        offered by such Lenders at such rates or margin in
        connection with such B Borrowing), by giving notice to the
        Administrative Agent of the amount of each B Advance (which
        amount shall be equal to or greater than the minimum amount,
        and equal to or less than the maximum amount, notified to
        the Company by the Administrative Agent on behalf of such
        Lender for such B Advance pursuant to paragraph (ii) above)
        to be made by each Lender as part of such B Borrowing, and
        reject any remaining offers made by Lenders pursuant to
        paragraph (ii) above by giving the Administrative Agent
        notice to that effect.

        (iv) If the Company notifies the Administrative Agent that
   such B Borrowing is canceled pursuant to paragraph (iii)(x) above,
   the Administrative Agent shall give prompt notice thereof to the
   Lenders and such B Borrowing shall not be made.

        (v)  If the Company (on its own behalf or on behalf of
   another Borrower) accepts one or more of the offers made by any
   Lender or Lenders pursuant to paragraph (iii)(y) above, the
   Administrative Agent shall in turn promptly notify (A) each Lender
   that has made an offer as described in paragraph (ii) above, of
   the date and aggregate amount of such B Borrowing and whether or
   not any offer or offers made by such Lender pursuant to paragraph
   (ii) above have been so accepted by the Company, (B) each Lender
   that is to make a B Advance as part of such B Borrowing, of the
   amount of each B Advance to be made by such Lender as part of such
   B Borrowing, and (C) each Lender that is to make a B Advance as
   part of such B Borrowing, upon receipt, that the Administrative
   Agent has received forms of documents appearing to fulfill the
   applicable conditions set forth in Article III.  Each Lender that
   is to make a B Advance as part of such B Borrowing shall, before
   1:00 P.M. (New York City time) in the case of B Advances to be
   denominated in Dollars, and not later than 1:00 P.M. (London time)
   in the case of B Advances to be denominated in Euros, on the date
   of such B Borrowing specified in the notice received from the
   Administrative Agent pursuant to clause (A) of the preceding
   sentence or any later time when such Lender shall have received
   notice from the Administrative Agent pursuant to clause (C) of the
   preceding sentence, make available for the account of its
   Applicable Lending Office to the Administrative Agent at the
   Administrative Agent's Account, in the relevant Currency and in
   same day funds, such Lender's portion of such B Borrowing.  Upon
   fulfillment of the applicable conditions set forth in Article III
   and after receipt by the Administrative Agent of such funds, the
   Administrative Agent will make such funds available to the Company
   at the Administrative Agent's address referred to in Section 8.02
   (or, in the case of a B Borrowing by a Designated Borrower, the
   Administrative Agent will make such funds available to the
   relevant Borrower in such manner as the


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -20-


   Administrative Agent and the Company may agree).  Promptly after
   each B Borrowing the Administrative Agent will notify each Lender
   of the amount of the B Borrowing, the consequent B Reduction and
   the dates upon which such B Reduction commenced and will
   terminate.

        (b)  Each B Borrowing shall be in an aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof, or
the aggregate amount of the unused portion of the Lenders' Commitments
and, following the making of each B Borrowing, the Company shall be in
compliance with the limitations set forth in the proviso to the first
sentence of subsection (a) above.

        (c)  Within the limits and on the conditions set forth in
this Section 2.03, the Company may from time to time borrow under this
Section 2.03, repay pursuant to subsection (d) below, and reborrow under
this Section 2.03; provided that a B Borrowing shall not be made within
three Business Days of the date of any other B Borrowing.

        (d)  Each Borrower shall repay to the Administrative Agent
for the account of each Lender that has made a B Advance to such
Borrower, on the maturity date of each B Advance made to such Borrower
(such maturity date being that specified by the Company for repayment of
such B Advance in the related Notice of B Borrowing delivered pursuant
to subsection (a)(i) above and provided in the B Note evidencing such B
Advance), the then unpaid principal amount of such B Advance.  No
Borrower shall have the right to prepay any B Advance.

        (e)  Each Borrower shall pay interest on the unpaid
principal amount of each B Advance made to such Borrower from the date
of such B Advance to the date the principal amount of such B Advance is
paid in full, in the applicable Currency and at the rate of interest for
such B Advance specified by the Lender making such B Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii)
above, payable (i) on the interest payment date or dates specified by
the Company for such B Advance in the related Notice of B Borrowing
delivered pursuant to subsection (a)(i) above, as provided in the B Note
evidencing such B Advance, and (ii) on the date such B Advance shall be
paid in full.  Upon the occurrence and during the continuance of any
Event of Default, each Borrower shall pay interest on the amount of
unpaid principal of each B Advance made to such Borrower owing to a
Lender, payable in arrears on the date or dates interest is payable
thereon, at a rate per annum equal at all times to 2% per annum above
the rate per annum required to be paid on such B Advance under the terms
of the B Note evidencing such B Advance unless otherwise agreed in such
B Note.

        (f)  If requested by a Lender making a B Advance, the
indebtedness of each Borrower resulting from each B Advance made to such
Borrower as part of a B Borrowing shall be evidenced by a separate B
Note of such Borrower payable to the order of the Lender making such B
Advance.

        (g)  The Company (on its own behalf and on behalf of the
other Borrowers) shall pay to the Administrative Agent for its own
account the Competitive Bid Administration Fee described in
Section 2.04(b) with each request for a B Borrowing whether or not any B
Borrowing is in fact made.

        SECTION 2.04.  Fees.
                       ----

        (a)  Facility Fee.  The Company agrees to pay to the
             ------------
Administrative Agent for the account of each Lender a facility fee (the
"Facility Fee") in Dollars on the aggregate amount (whether used or
 ------------
unused) of such Lender's Commitment from the date hereof (in the case of
each Initial Lender) and from the Restatement Date (or from the
effective date specified in the Acceptance pursuant to which it became a
Lender (in the case of each other Lender)) until the Commitment
Termination Date of such Lender at a rate per annum equal to the
Facility Fee Rate in effect from time to time.  The Facility Fee shall
be payable quarterly in arrears on the


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -21-


last Business Day of each March, June, September and December and, for
each Lender, on the Commitment Termination Date of such Lender.

        (b)   Competitive Bid Administration Fee.  The Company
              ----------------------------------
shall pay to the Administrative Agent for its own account a fee in
Dollars an amount heretofore agreed between the Company and the
Administrative Agent with each request for a B Borrowing whether or not
any B Borrowing is in fact made.

        SECTION 2.05.  Termination, Reduction, Extension and
                       -------------------------------------
Increase of Commitments.
-----------------------

        (a)   Commitment Reductions.  The Commitment of each Lender
              ---------------------
shall be automatically reduced to zero on the Commitment Termination
Date of such Lender.  In addition, the Company (on its own behalf and on
behalf of the other Borrowers) shall have the right, upon at least three
Business Days' notice to the Administrative Agent, to terminate in whole
or reduce ratably in part the unused portions of the respective
Commitments of the Lenders, provided that (i) the aggregate amount of
the Commitments of the Lenders shall not be reduced to an amount which
is less than the aggregate principal amount of the Advances then
outstanding; and (ii) each partial reduction shall be in an aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof.  Once terminated, a Commitment cannot be reinstated.

        (b)   Commitment Extensions.
              ---------------------

        (i)   The Company (on its own behalf and on behalf of the
   other Borrowers) may, by notice to the Administrative Agent (which
   shall promptly notify the Lenders) not more than 60 days and not
   less than 40 days prior to the Commitment Termination Date then in
   effect hereunder (the "Existing Commitment Termination Date"),
                          ------------------------------------
   request that each Lender extend such Lender's Commitment
   Termination Date to the date (the "New Commitment Termination
   Date) that is one year after the then Commitment Termination Date.

        (ii)  Each Lender, acting in its sole and individual
   discretion, shall, by notice to the Administrative Agent given not
   more than 30 days immediately prior to the Anniversary Date but in
   any event no later than the date (the "Notice Date") that is 20
                                          -----------
   days immediately prior to the Anniversary Date, advise the
   Administrative Agent whether or not such Lender agrees to such
   extension (and each Lender that determines not to so extend its
   Commitment Termination Date (a "Non-Extending Lender") shall
                                   --------------------
   notify the Administrative Agent (which shall notify the other
   Lenders) of such fact promptly after such determination (but in
   any event no later than the Notice Date) and any Lender that does
   not so advise the Administrative Agent on or before the Notice
   Date shall be deemed to be a Non-Extending Lender.  The election
   of any Lender to agree to such extension shall not obligate any
   other Lender to so agree.

        (iii) The Administrative Agent shall notify the Company of
   each Lender's determination under this Section 2.05(b) no later
   than the date 15 days prior to the Anniversary Date (or, if such
   date is not a Business Day, on the next preceding Business Day).

        (iv)  The Company (on its own behalf and on behalf of the
   other Borrowers) shall have the right on or before the Anniversary
   Date to replace each Non-Extending Lender with, and add as
   "Lenders" under this Agreement in place thereof, one or more
   Eligible Assignees (each, an "Additional Commitment Lender")
                                 ----------------------------
   with the approval of the Administrative Agent and the Syndication
   Agent (which approvals shall not be unreasonably withheld), each
   of which Additional Commitment Lenders shall have entered into an
   Assumption and Acceptance pursuant to which such Additional
   Commitment Lender shall, effective as of the Anniversary Date,
   undertake a


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -22-


   Commitment (and, if any such Additional Commitment Lender is
   already a Lender, its Commitment shall be in addition to such
   Lender's Commitment hereunder on such date).

        (v)  If (and only if) the total of the Commitments of the
   Lenders that have agreed so to extend their Commitment Termination
   Date and the additional Commitments of the Additional Commitment
   Lenders shall be equal to 100% of the aggregate amount of the
   Commitments in effect on the Anniversary Date, then, effective as
   of the Anniversary Date: (x) the Commitment Termination Date of
   each Extending Lender and of each Additional Commitment Lender
   shall be extended to the New Commitment Termination Date and each
   Additional Commitment Lender shall thereupon become a "Lender" for
   all purposes of this Agreement; and (y) the Commitment Termination
   Date of each Non-Extending Lender shall be changed to such
   Anniversary Date.  Notwithstanding anything in this Agreement to
   the contrary, no Non-Extending Lender shall participate in any
   Eurocurrency Rate Advances or B Advances made after the related
   Notice Date.

        (vi) Notwithstanding the foregoing, the extension of the
   Commitment Termination Date pursuant to this Section 2.05(b) shall
   not be effective with respect to any Lender unless:

             (x)  no Default shall have occurred and be continuing
        on either of the date of the notice requesting such
        extension or the Anniversary Date; and

             (y)  each Non-Extending Lender shall have been paid in
        full by the Company or any Designated Borrower all amounts
        owing to such Lender hereunder on or before the Anniversary
        Date.

        (c)  Commitment Increase.
             -------------------

        (i)  The Company (on its own behalf or on behalf of the
   other Borrowers) may at any time, by notice to the Administrative
   Agent, propose that the aggregate amount of the Commitments be
   increased (a "Commitment Increase"), effective as of a date
                 -------------------
   (such date or such other date as agreed to by the Administrative
   Agent and the Company being the "Commitment Increase Date") that
                                    ------------------------
   shall be (A) prior to the Commitment Termination Date and (B) at
   least 15 Business Days after the date of such notice; provided
   that:

             (1)  the Company may not propose more than one
        Commitment Increase during any period of 12 consecutive
        months;

             (2)  the minimum proposed Commitment Increase for each
        Commitment Increase Date shall be $100,000,000;

             (3)  in no event shall the aggregate amount of the
        Commitments at any time exceed $1,000,000,000; and

             (4)  no Default or Event of Default has occurred and
        is continuing on such Commitment Increase Date.

   The Administrative Agent shall notify the Lenders promptly upon
   its receipt of any such notice.  It shall be in each Lender's sole
   discretion whether to increase its Commitment hereunder in
   connection with a proposed Commitment Increase.  No later than 10
   Business Days after its receipt of the Company's notice, each
   Lender that is willing to increase its Commitment hereunder (an
   "Increasing Lender") shall deliver to the Administrative Agent a
    -----------------
   notice, in which such Lender shall set forth the maximum increase
   in its Commitment to which such Lender is willing to agree, and
   the


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -23-


   Administrative Agent shall promptly provide to the Company a copy
   of such Increasing Lender's notice.  The Administrative Agent
   shall cooperate with the Company in discussions with the Lenders
   and Eligible Assignees with a view to arranging the proposed
   Commitment Increase through the increase of the Commitments of one
   or more of the Lenders and/or the addition as Assuming Lenders of
   one or more Eligible Assignees acceptable to the Company, the
   Syndication Agent and the Administrative Agent and as parties to
   this Agreement, provided that (X) the minimum Commitment of each
   such Assuming Lender that becomes a party to this Agreement
   pursuant to this Section 2.05(c) shall be $25,000,000 and (Y) any
   allocations of Commitments shall be determined by the Company
   (provided that allocations of increases in Commitments among
   Increasing Lenders shall be based on the ratio of each existing
   Lender's proposed increased Commitment, if any, to the aggregate
   of all of the existing Lenders' proposed increased Commitments).
   If agreement is reached prior to the Commitment Increase Date with
   the Increasing Lenders and Assuming Lenders, if any, as to a
   Commitment Increase (the amount of which may be less than that
   specified in the applicable notice from the Company), the Company
   shall deliver, no later than one day prior to the Commitment
   Increase Date, a notice to the Administrative Agent (and the
   Administrative Agent shall give notice thereof to the Lenders
   (including any Assuming Lenders)).

        On the Commitment Increase Date, the Assuming Lenders, if
   any, shall become Lenders hereunder as of the Commitment Increase
   Date and the Commitments of such Increasing Lenders and such
   Assuming Lenders shall become or be, as the case may be, as of the
   Commitment Increase Date the amounts specified in the notice
   delivered by the Company to the Administrative Agent; provided
   that:

             (x)  the Administrative Agent shall have received on
        or prior to 9:00 A.M. (New York City time) on the Commitment
        Increase Date (A) a duly executed A Note for each Assuming
        Lender and each Increasing Lender that has requested such A
        Notes in accordance with Section 2.06(c), in each case in an
        amount equal to the Commitment of each such Assuming Lender
        and each such Increasing Lender after giving effect to such
        Commitment Increase and (B) an opinion of counsel for the
        Company in substantially the form of Exhibit D hereto
        (except for the opinion in paragraph 6 thereof), dated such
        Commitment Increase Date, together with a copy, certified on
        the Commitment Increase Date by the Secretary, an Assistant
        Secretary or a comparable official of the Company, of the
        resolutions adopted by the Board of Directors of the
        Company, authorizing such Commitment Increase (with copies
        for each Lender, including each Assuming Lender);

             (y)  with respect to each Assuming Lender, the
        Administrative Agent shall have received, on or prior to
        9:00 A.M. (New York City time) on the Commitment Increase
        Date, an appropriate Assumption and Acceptance, duly
        executed by such Assuming Lender, the Company (on its own
        behalf or on the behalf of the other Borrowers) and the
        Administrative Agent; and

             (z)  each Increasing Lender that proposes to increase
        its Commitment in connection with such Commitment Increase
        shall have delivered, on or prior to 9:00 A.M. (New York
        City time) on the Commitment Increase Date, confirmation in
        writing satisfactory to the Administrative Agent as to its
        increased Commitment and a copy of such confirmation to the
        Company.

        (ii) Upon its receipt of notice from a Lender that it is
   increasing its Commitment hereunder, together with the appropriate
   A Notes (if applicable) and opinions referred to in clause (x)
   above, the Administrative Agent shall (I) record the information
   contained therein in the Register and (II) give prompt notice
   thereof to the Company.  Upon its receipt of an Assumption and
   Acceptance executed


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -24-


   by an Assuming Lender representing that it is an Eligible
   Assignee, together with the appropriate A Notes (if applicable)
   and opinions referred to in clause (x) above, the Administrative
   Agent shall, if such Assumption and Acceptance has been completed,
   (i) accept such Assumption and Acceptance, (ii) record the
   information contained therein in the Register and (iii) give
   prompt notice thereof to the Company.

        (iii) In the event that the Administrative Agent shall not
   have received notice from the Company as to such agreement on or
   prior to the Commitment Increase Date or the Company shall, by
   notice to the Administrative Agent prior to the Commitment
   Increase Date, withdraw such proposal or any of the actions
   provided for in clauses (x) through (z) above shall not have
   occurred by the Commitment Increase Date, such proposal by the
   Company shall be deemed not to have been made.  In such event, the
   actions theretofore taken under clauses (x) through (z) above
   shall be deemed to be of no effect, and all the rights and
   obligations of the parties shall continue as if no such proposal
   had been made.

        (iv)  In the event that the Administrative Agent shall have
   received notice from the Company as to such agreement on or prior
   to the Commitment Increase Date and the action provided for in
   clauses (x) through (z) above shall have occurred by 9:00 A.M.
   (New York City time) on the Commitment Increase Date, the
   Administrative Agent shall notify the Lenders (including the
   Assuming Lenders) of the occurrence of the Commitment Increase
   Date promptly and in any event by 10:00 A.M. (New York City time)
   on such date by telecopier, telex or cable.  Each Increasing
   Lender and each Assuming Lender shall, before 11:00 A.M. (New York
   City time) on the Commitment Increase Date, make available for the
   account of its Applicable Lending Office to the Administrative
   Agent at its address referred to in Section 8.02, in same day
   funds, an amount equal to such Increasing Lender's or Assuming
   Lender's ratable portion of the A Borrowings of each Borrower then
   outstanding (calculated based on its Commitment as a percentage of
   the aggregate Commitments outstanding after giving effect to the
   relevant Commitment Increase).  After the Administrative Agent's
   receipt of such funds, the Administrative Agent will promptly
   thereafter cause to be distributed like funds to the Lenders for
   the account of their respective Applicable Lending Offices in an
   amount to each Lender such that the aggregate amount of the
   outstanding A Advances of each Borrower owing to each Lender after
   giving effect to such distribution equals such Lender's ratable
   portion of the A Borrowings of each Borrower then outstanding
   (calculated based on its Commitment as a percentage of the
   aggregate Commitments outstanding after giving effect to the
   relevant Commitment Increase).  If the Commitment Increase Date
   shall occur on a date that is not the last day of the Interest
   Period for all Eurocurrency Rate Advances then outstanding, (a)
   the Company (on its own behalf or on behalf of the other
   Borrowers) shall pay any amounts owing pursuant to Section 8.04(c)
   as a result of the distributions to Lenders under this Section
   2.05(c)(iv) and (b) for each A Borrowing comprised of Eurocurrency
   Rate Advances, the respective Advances made by the Increasing
   Lenders and the Assuming Lenders pursuant to this Section
   2.05(c)(iv) shall be Base Rate Advances until the last day of the
   then existing Interest Period for such A Borrowing.

        SECTION 2.06.  Repayment of Advances; Evidence of Debt.
                       ---------------------------------------

        (a)  A Advances.  Each Borrower shall repay the principal
             ----------
amount of each A Advance made by each Lender to such Borrower, in the
Currency of such A Advance, and each A Advance made by such Lender shall
mature, on the Commitment Termination Date of such Lender.

        (b)  B Advances.  Each Borrower shall repay the principal
             ----------
amount of each B Advance made by each Lender to such Borrower as
provided in Section 2.03(e).


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -25-


        (c)  Note Option.  Any Lender may request that the A
             -----------
Advances made or to be made by it to a Borrower to be evidenced by an A
Note payable by such Borrower.  In such event, the Company (on its own
behalf and on behalf of the other Borrowers) shall prepare, have
executed by the relevant Borrower and deliver to such Lender an A Note
payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns).  If a Lender whose A Advances
are so evidenced by an A Note thereafter assigns such A Advances, such A
Advances will be evidenced by an A Note only if the assignee so requests
in accordance with this Section 2.06(c) and Section 8.07

        SECTION 2.07.  Interest on A Advances.
                       ----------------------

        (a)  Scheduled Interest.  Each Borrower shall pay interest
             ------------------
on the unpaid principal amount of each A Advance owing by such Borrower
to each Lender, in the Currency in which such A Advance is denominated,
from the date of such A Advance until such principal amount shall be
paid in full, at the following rates per annum:

        (i)  Base Rate Advances.  During such periods as such A
             ------------------
   Advance is a Base Rate Advance, a rate per annum equal at all
   times to the Base Rate in effect from time to time, payable in
   arrears quarterly on the last day of each March, June, September
   and December during such periods and on the date such Base Rate
   Advance shall be Converted or paid in full.

        (ii) Eurocurrency Rate Advances.  During such periods as
             --------------------------
   such A Advance is a Eurocurrency Rate Advance, a rate per annum
   equal at all times during each Interest Period for such A Advance
   to the sum of (x) the Eurocurrency Rate for such Interest Period
   for such Advance plus (y) the Applicable Margin in effect from
   time to time, payable in arrears on the last day of such Interest
   Period and, if such Interest Period has a duration of more than
   three months, on each day that occurs during such Interest Period
   every three months from the first day of such Interest Period and
   on the date such Eurocurrency Rate Advance shall be Converted or
   paid in full.

        (b)  Default Interest.  Upon the occurrence and during the
             ----------------
continuance of any Event of Default, each Borrower shall pay interest on
the unpaid principal amount of each A Advance owing by such Borrower to
each Lender, in the Currency in which such A Advance is denominated,
payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
above, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on such A Advance pursuant to clause
(a)(i) or (a)(ii) above.

        SECTION 2.08.  Interest Rate Determination; Changes in
                       ---------------------------------------
Rating Systems.
--------------

        (a)  Each Reference Bank agrees to furnish to the
Administrative Agent timely information for the purpose of determining
the Eurocurrency Rate for Advances denominated in Dollars.  If any one
or more of the Reference Banks shall not furnish such timely information
to the Administrative Agent for the purpose of determining any such
interest rate, the Administrative Agent shall determine such interest
rate on the basis of timely information furnished by the remaining
Reference Banks.  The Administrative Agent shall give prompt notice to
the Company and the Lenders of the applicable interest rate determined
by the Administrative Agent for purposes of Section 2.07(a)(i) or (ii),
and the rate, if any, furnished by each Reference Bank for the purpose
of determining the interest rate under Section 2.07(a)(ii).

        (b)  If, with respect to any Eurocurrency Rate Advances
denominated in any Currency, the Majority Lenders notify the
Administrative Agent that the Eurocurrency Rate for any Interest Period
for such Advances in such Currency will not adequately reflect the cost
to such Majority Lenders of making, funding or maintaining their
respective Eurocurrency Rate Advances in such Currency for such Interest
Period, the Administrative Agent shall forthwith so notify the Company
and the Lenders, whereupon (i) if such Currency is Euros, the related
Notice of Borrowing shall be ineffective, (ii) if such Currency is
Dollars, such


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -26-


Eurocurrency Rate Advance will automatically, on the last day of the
then existing Interest Period therefor, Convert into a Base Rate
Advance, and (iii) regardless of Currency, the obligation of the Lenders
to make, or (in the case of Dollars) to Convert A Advances into,
Eurocurrency Rate Advances shall be suspended until the Administrative
Agent shall notify the Company and the Lenders that the circumstances
causing such suspension no longer exist.

        (c)   If the Company shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with
the provisions contained in the definition of "Interest Period" in
Section 1.01, the Administrative Agent will forthwith so notify the
Company and the Lenders and such Advances will automatically, on the
last day of the then existing Interest Period therefor, Convert into
Base Rate Advances.

        (d)   On the date on which the aggregate unpaid principal
amount of Eurocurrency Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than
$10,000,000, such Advances shall automatically Convert into Base Rate
Advances and on and after such date the right of the Borrowers to
Convert such A Advances shall terminate.

        (e)   Upon the occurrence and during the continuance of any
Event of Default, (i) each Eurocurrency Rate Advance denominated in
Dollars will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert A Advances denominated
in Dollars into, Eurocurrency Rate Advances shall be suspended.

        (f)   If fewer than two Reference Banks furnish timely
information to the Administrative Agent for determining the Eurocurrency
Rate for any Eurocurrency Rate Advances denominated in Dollars,

        (i)   the Administrative Agent shall forthwith notify the
   Company and the Lenders that the interest rate cannot be
   determined for such Eurocurrency Rate Advances,

        (ii)  each such A Advance will automatically, on the last
   day of the then existing Interest Period therefor, Convert into a
   Base Rate Advance (or if such Advance is then a Base Rate Advance,
   will continue as a Base Rate Advance), and

        (iii) the obligation of the Lenders to make, or to Convert
   A Advances into, Eurocurrency Rate Advances shall be suspended
   until the Administrative Agent shall notify the Company and the
   Lenders that the circumstances causing such suspension no longer
   exist.

        (g)   If the rating system of either Moody's or S&P shall
change, or if either such rating agency shall cease to be in the
business of rating corporate debt obligations, the Company (on its own
behalf and on behalf of the other Borrowers) and the Administrative
Agent (on behalf of the Lenders) shall negotiate in good faith to amend
the references to specific ratings in this Agreement to reflect such
changed rating system or the non-availability of ratings from such
rating agency (provided that any such amendment to such specific ratings
shall in no event be effective without the approval of the Majority
Lenders).

        SECTION 2.09.  Optional Conversion of A Advances.  The Company
                       ---------------------------------
(on its own behalf and on behalf of the other Borrowers) may on any
Business Day, upon notice given to the Administrative Agent not later
than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions
of Sections 2.08 and 2.12, Convert all Dollar-denominated A Advances
of one Type comprising the same Borrowing by a Borrower into Dollar-
denominated A Advances owing by such Borrower of the other Type;
provided that any Conversion of Dollar-denominated Eurocurrency Rate
Advances into Base Rate Advances shall be made only on the last day of
an Interest Period for such Eurocurrency Rate Advances.  Each such
notice of a Conversion shall, within the restrictions


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -27-


specified above, specify (i) the date of such Conversion, (ii) the A
Advances to be Converted, and (iii) if such Conversion is into
Eurocurrency Rate Advances, the duration of the initial Interest Period
for each such A Advance.  Each notice of Conversion shall be irrevocable
and binding on the Company and each other Borrower.

        SECTION 2.10.  Prepayments, Etc.
                       -----------------

        (a)  Optional Payments of A Advances.  Each Borrower may,
             -------------------------------
upon notice by the Company to the Administrative Agent stating the
proposed date and aggregate principal amount of the prepayment, given to
the Administrative Agent not later than 11:00 A.M. (New York City time)
on the proposed date in the case of Base Rate Advances and at least two
Business Days prior to the proposed date in the case of Eurocurrency
Rate Advances, and if such notice is given by the Company the applicable
Borrower shall, prepay the outstanding principal amount of the A
Advances owing by such Borrower in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal
amount prepaid; provided that (x) each partial prepayment shall be in an
aggregate principal amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) in the event of any such prepayment
of a Eurocurrency Rate Advance, the applicable Borrower and the Company
shall be jointly and severally obligated to reimburse the Lenders in
respect thereof pursuant to Section 8.04(c).

        (b)  Change of Control.  If any Change of Control shall
             -----------------
occur, then, upon notice to the Company by the Administrative Agent
(acting at the request, or with the consent, of the Majority Lenders) to
such effect and stating that the same is a "Change of Control Prepayment
Notice", the Commitments shall be automatically reduced to zero and each
Borrower shall prepay the Advances made to such Borrower in full.

        (c)  Changes in Dollar/Euro Exchange Rate.
             ------------------------------------

        (i)  Determination of Amount Outstanding.  On the last
             -----------------------------------
   Business Day of each March, June, September and December and
   promptly upon the receipt by the Administrative Agent of a
   Currency Valuation Notice (as defined below), the Administrative
   Agent shall determine the aggregate outstanding principal amount
   of the Advances.  For the purpose of this determination, the
   outstanding principal amount of any Advance that is denominated in
   Euros shall be deemed to be the Dollar Equivalent of the amount in
   Euros of such Advance, determined as of such date or, in the case
   of a Currency Valuation Notice received by the Administrative
   Agent prior to 11:00 a.m., New York City time, on a Business Day,
   on such Business Day or, in the case of a Currency Valuation
   Notice otherwise received, on the first Business Day after such
   Currency Valuation Notice is received.  Upon making such
   determination, the Administrative Agent shall promptly notify the
   Lenders and the Company thereof.

        (ii) Prepayment.  If, on the date of such determination the
             ----------
   aggregate outstanding principal amount of the Advances exceeds
   105% of the aggregate amount of the Commitments as then in effect,
   the Company shall, if requested by the Majority Lenders (through
   the Administrative Agent), cause the Borrowers to prepay the
   Advances in such amount as shall be necessary so that after giving
   effect thereto the aggregate outstanding principal amount of the
   Advances does not exceed the Commitments.

For purposes hereof, "Currency Valuation Notice" means a notice given
                      -------------------------
by the Majority Lenders to the Administrative Agent stating that such
notice is a "Currency Valuation Notice" and requesting that the
Administrative Agent determine the aggregate outstanding principal
amount of the Advances.  The Administrative Agent shall not be required
to make more than one valuation determination pursuant to Currency
Valuation Notices within any rolling three month period.

                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -28-


        (d)  If (i) the obligations of the Company under Article IX
with respect to any outstanding Guaranteed Obligations owing by any
Designated Borrower (herein, the "Affected Borrower") shall for any
                                  -----------------
reason (x) be terminated, (y) cease to be in full force and effect or
(z) not be the legal, valid and binding obligations of the Company
enforceable against the Company in accordance with its terms, and (ii)
such condition continues unremedied for 15 days after written notice
thereof shall have been given to the Company by the Administrative Agent
or any Lender, then the Affected Borrower shall, no later than the 15th
day after the date of such notice, prepay (and the Company shall cause
to be prepaid) the full principal of and interest on the Advances owing
by, and the Notes payable by, such Affected Borrower and all other
amounts whatsoever payable hereunder by such Affected Borrower
(including, without limitation, all amounts payable under
Section 8.04(c) as a result of such prepayment).

        SECTION 2.11.  Increased Costs.
                       ---------------

        (a)  If due to either (i) the introduction of or any change
in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), in each
case, after the date hereof, there shall be any increase in the cost to
any Lender of agreeing to make or making, funding or maintaining
Eurocurrency Rate Advances or Floating Rate Advances, then such Lender
may from time to time give notice of such circumstances to the Company
(with a copy to the Administrative Agent); provided that each Lender
agrees, before giving any such notice, to use its best efforts
(consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the
making of such a designation would avoid the need for, or reduce the
amount of, such increased costs and would not be disadvantageous to such
Lender.  The amount sufficient to compensate such Lender in light of
such increase in costs to such Lender or any corporation controlling
such Lender shall be determined by such Lender in good faith on a basis
that allocates the amounts sufficient to compensate such Lender in light
of such increase ratably among all applicable Advances.  A certificate
specifying the event referred to in this Section 2.11(a), the amount
sufficient to compensate such Lender and the basis of its computation
(which shall be reasonable), submitted in good faith to the Company and
the Administrative Agent by such Lender, shall be conclusive and binding
for all purposes absent manifest error.  Each Lender agrees to provide
reasonably prompt notice to the Company of the occurrence of any event
referred to in the first sentence of this Section 2.11(a).

        (b)  If any Lender determines that compliance with any law
or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) after
the date hereof affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation
controlling such Lender and that the amount of such capital is increased
by or based upon the existence of such Lender's commitment to lend
hereunder and other commitments of this type, then, such Lender may from
time to time give notice of such circumstances to the Company (with a
copy to the Administrative Agent); provided that each Lender agrees,
before giving any such notice, to use its best efforts (consistent with
its internal policy and legal and regulatory restrictions) to designate
a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, the cost
to the Lender of such increase in the amount of capital maintained by
such Lender and would not be disadvantageous to such Lender.  The amount
sufficient to compensate such Lender in light of such increase in the
amount of capital maintained by such Lender or any corporation
controlling such Lender shall be determined by such Lender in good faith
to the extent that such Lender reasonably determines such increase in
capital to be allocable to the existence of such Lender's commitment to
lend hereunder.  A certificate specifying the event referred to in this
Section 2.11(b), the amount sufficient to compensate such Lender and the
basis of its computation (which shall be reasonable), submitted in good
faith to the Company and the Administrative Agent by such Lender, shall
be conclusive and binding for all purposes absent manifest error.  Each
Lender agrees to provide reasonably prompt notice to the Company of the
occurrence of any event referred to in the first sentence of this
Section 2.11(b).


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -29-


        (c)  The Company shall, within five days of receiving a
notice from any Lender pursuant to clause (a) or (b) of this Section
2.11, elect (and shall notify such Lender and the Administrative Agent
of such election) to:

        (i)  pay to the Administrative Agent in Dollars for the
   account of such Lender, from time to time commencing on the date
   of notice by such Lender and as specified by such Lender, (A) the
   amount such Lender has set forth in the certificate which such
   Lender has delivered to the Company pursuant to clause (a) of this
   Section 2.11 or (B) the amount such Lender has set forth in the
   certificate which such Lender has delivered to the Company
   pursuant to clause (b) of this Section 2.11; or

        (ii) if no Default shall have occurred and be continuing,
   require that such Lender assign to the Company's designated
   assignee or assignees, in accordance with the terms of Section
   8.07, all Advances then owing to such Lender and all rights and
   obligations of such Lender hereunder; provided that (A) each such
   assignment shall be either an assignment of all of the rights and
   obligations of the assigning Lender under this Agreement or an
   assignment of a portion of such rights and obligations made
   concurrently with another such assignment or assignments which
   together cover all of the rights and obligations of the assigning
   Lender under this Agreement, (B) no Lender shall be obligated to
   make any such assignment as a result of a demand by the Company
   pursuant to this Section 2.11(c) unless and until such Lender
   shall have received one or more payments from either the Company
   or one or more assignees in an aggregate amount at least equal to
   the aggregate outstanding principal amount of the A Advances owing
   to such Lender, together with accrued interest thereon to the date
   of payment of such principal amount, all Facility Fees and other
   fees payable to such Lender and all other amounts payable to such
   Lender under this Agreement (including, but not limited to, any
   increased costs or other additional amounts (computed in
   accordance with this Section 2.11), and any Taxes, incurred by
   such Lender prior to the effective date of such assignment and
   amounts payable under Section 8.04(a)) and (C) each such
   assignment shall be made pursuant to an Assignment and Acceptance;
   provided that such assignment shall not be effective if, after
   giving effect to such assignment, the aggregate amount of the
   Commitments so assigned or terminated under this Section 2.11,
   Section 2.12(b) and Section 2.15(g) during the term of this
   Agreement would exceed 25% of the aggregate amount of the
   Commitments as of the Restatement Date.  Upon such payments and
   prepayments, the obligations of such Lender hereunder, by the
   provisions hereof, shall be released and discharged; provided that
   such Lender's rights under Sections 2.11, 2.15 and 8.04(b), and
   its obligations under Section 7.05, shall survive such release and
   discharge as to matters occurring prior to the date of termination
   of such Lender's Commitment.

        SECTION 2.12.  Illegality.
                       ----------

        (a)  Notwithstanding any other provision of this Agreement,
if any Lender (any such Lender being referred to herein as an "Affected
                                                               --------
Lender") shall notify the Administrative Agent that the introduction of
------
or any change in or in the interpretation of any law or regulation makes
it unlawful, or any central bank or other governmental authority asserts
that it is unlawful, for any Lender or its Eurocurrency Lending Office
to perform its obligations hereunder to make Eurocurrency Rate Advances
or Floating Rate Advances in any Currency or to fund or maintain
Eurocurrency Rate Advances or Floating Rate Advances in any Currency
hereunder, the obligation of the Lenders to make, or to Convert A
Advances into, Eurocurrency Rate Advances in such Currency shall be
suspended until the Administrative Agent shall notify the Company and
the Lenders that the circumstances causing such suspension no longer
exist; provided that such suspension shall not become effective in the
event the Company requires the assignment of the Affected Lender's
Advances owing to it and its other rights and obligations hereunder
pursuant to clause (b)(ii) below.  The Company's right to require an
assignment in accordance with clause (b)(ii) below shall not be
effective to the

                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -30-


extent that Lenders representing a majority of the Commitments then
outstanding shall be "Affected Lenders".

        (b)  The Company shall, within five days of receiving a
notice from any Affected Lender pursuant to clause (a) of this Section
2.12, elect (and shall notify such Affected Lender and the
Administrative Agent of such election) to:

        (i)  prepay in full all Eurocurrency Rate Advances or
   Floating Rate Advances in such Currency then outstanding, together
   with interest thereon, unless the Company, within five Business
   Days of notice from the Administrative Agent Converts all
   Eurocurrency Rate Advances or Floating Rate Advances of all
   Lenders then outstanding into Base Rate Advances in accordance
   with Section 2.09; or

        (ii) if no Default shall have occurred and be continuing,
   require that such Affected Lender assign to the Company's
   designated assignee or assignees, in accordance with the terms of
   Section 8.07, all Advances then owing to such Affected Lender and
   all rights and obligations of such Affected Lender hereunder;
   provided that (A) each such assignment shall be either an
   assignment of all of the rights and obligations of the assigning
   Affected Lender under this Agreement or an assignment of a portion
   of such rights and obligations made concurrently with another such
   assignment or assignments which together cover all of the rights
   and obligations of the assigning Affected Lender under this
   Agreement, (B) no Affected Lender shall be obligated to make any
   such assignment as a result of a demand by the Company pursuant to
   this Section 2.12(b) unless and until such Affected Lender shall
   have received one or more payments from either the Borrowers or
   one or more assignees in an aggregate amount at least equal to the
   aggregate outstanding principal amount of the A Advances owing to
   such Affected Lender, together with accrued interest thereon to
   the date of payment of such principal amount, all Facility Fees
   and other fees payable to such Affected Lender and all other
   amounts payable to such Affected Lender under this Agreement
   (including, but not limited to, any increased costs or other
   additional amounts (computed in accordance with Section 2.11), and
   any Taxes, incurred by such Affected Lender prior to the effective
   date of such assignment and amounts payable under Section 8.04(a))
   and (C) each such assignment shall be made pursuant to an
   Assignment and Acceptance; provided that such assignment shall not
   be effective if, after giving effect to such assignment, the
   aggregate amount of the Commitments so assigned or terminated
   under this Section 2.12(b), Section 2.11 and Section 2.15(g)
   during the term of this Agreement would exceed 25% of the
   aggregate amount of the Commitments as of the Restatement Date.
   Upon such payments and prepayments, the obligations of such
   Affected Lender hereunder, by the provisions hereof, shall be
   released and discharged; provided that such Affected Lender's
   rights under Sections 2.11, 2.15 and 8.04(b), and its obligations
   under Section 7.05, shall survive such release and discharge as to
   matters occurring prior to the date of termination of such
   Affected Lender's Commitment.

        SECTION 2.13.  Payments and Computations.
                       -------------------------

        (a)  The Borrowers shall make each payment hereunder and
under the Notes not later than 12:00 noon (New York City time) on the
day when due in the relevant Currency to the Administrative Agent at the
Administrative Agent's Account for such Currency in same day funds.  The
Administrative Agent will promptly thereafter cause to be distributed
like funds relating to the payment of principal or interest or Facility
Fees ratably (other than amounts payable pursuant to Sections 2.03,
2.04(b), 2.05(b), 2.05(c), 2.11, 2.12, 2.15 or 8.04(c)) to the Lenders
for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender
to such Lender for the account of its Applicable Lending Office, in each
case to be applied in accordance with the terms of this Agreement.  Upon
its acceptance of an Assignment and Acceptance and recording of the
information contained therein in the


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -31-


Register pursuant to Section 8.07(c) from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent
shall make all payments hereunder and under the Notes in respect of the
interest assigned thereby to the Lender assignee thereunder, and the
parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date
directly between themselves.

        (b)  All computations of interest based on the Base Rate
shall be made by the Administrative Agent on the basis of a year of 365
or 366 days, as the case may be, and all computations of interest based
on the Eurocurrency Rate or the Federal Funds Rate and of Facility Fees
shall be made by the Administrative Agent on the basis of a year of 360
days, in each case for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such
interest or Facility Fees are payable.  Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

        (c)  Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of payment of
interest or Facility Fee, as the case may be; provided that, if such
extension would cause payment of interest on or principal of
Eurocurrency Rate Advances or Floating Rate Advances to be made in the
next following calendar month, such payment shall be made on the next
preceding Business Day.

        (d)  Unless the Administrative Agent shall have received
notice from the Company prior to the date on which any payment is due to
the Lenders hereunder that a Borrower will not make such payment in
full, the Administrative Agent may assume that each Borrower has made
such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the
amount then due such Lender.  If and to the extent a Borrower shall not
have so made such payment in full to the Administrative Agent, each
Lender shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Lender together with interest thereon, for
each day from the date such amount is distributed to such Lender until
the date such Lender repays such amount to the Administrative Agent, at
the Federal Funds Rate.

        (e)  All amounts owing under this Agreement (including
payments required under Section 2.11, and payments required under
Section 8.04(c) relating to any Advance denominated in Dollars, but not
including principal of, and interest on, any Advance denominated in
Euros or payments relating to any such Advance required under
Section 8.04(c), which are payable in Euros) are payable in Dollars.
Notwithstanding the foregoing, if a Borrower shall fail to pay any
principal of any Advance when due (whether at stated maturity, by
acceleration, by mandatory prepayment or otherwise), the unpaid portion
of such Advance shall, if such Advance is not denominated in Dollars,
automatically be redenominated in Dollars on the due date thereof (or,
if such due date is a day other than the last day of the Interest Period
therefor, on the last day of such Interest Period) in an amount equal to
the Dollar Equivalent thereof on the date of such redenomination and
such principal shall be payable on demand; and if a Borrower shall fail
to pay any interest on any Advance that is not denominated in Dollars,
such interest shall automatically be redenominated in Dollars on the due
date therefor (or, if such due date is a day other than the last day of
the Interest Period therefor, on the last day of such Interest Period)
in an amount equal to the Dollar Equivalent thereof on the date of such
redenomination and such interest shall be payable on demand.

        SECTION 2.14.  Notations on the A Notes.  Each Borrower and each
                       ------------------------
Lender whose A Advances are evidenced by an A Note agree that (a) all A
Advances made by such Lender to such Borrower pursuant to this Agreement
and all payments made on account of principal thereof shall be recorded
by such Lender and, prior to any assignment by such Lender of the A Note
issued to it, all unpaid A Advances shall


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>

                               -32-


be endorsed on the grid attached to such A Note; provided that the
failure of such Lender to make any such notations shall not limit or
otherwise affect such Borrower's obligations to such Lender with respect
to such A Advances and (b) upon the payment in full of any Lender's A
Advances then outstanding and the termination in full of such Lender's
Commitment, such Lender shall cancel and return such Lender's A Note to
the Company (on its own behalf and on behalf of the other Borrowers) and
be fully responsible for any claims or liabilities arising in connection
with or resulting from any sale of participations therein.

        SECTION 2.15.  Taxes.
                       -----

        (a)  Any and all payments by the Borrowers hereunder or
under the Notes shall be made, in accordance with Section 2.13, free and
clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender
and the Administrative Agent, taxes imposed on its income, and franchise
taxes imposed on it in lieu of income taxes, by the jurisdiction under
the laws of which such Lender or the Administrative Agent (as the case
may be) is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its income, and franchise taxes
imposed on it in lieu of income taxes, by the jurisdiction of such
Lender's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as
"Taxes").  If any Borrower shall be required by law to deduct any
 -----
Taxes from or in respect of any sum payable hereunder or under any Note
to any Lender or the Administrative Agent, (i) the sum payable shall be
increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable
under this Section 2.15) such Lender or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with
applicable law.

        (b)  In addition, the Company (on its own behalf and on
behalf of the other Borrowers) agrees to pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the
Notes or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as
"Other Taxes").
 -----------

        (c)  The Borrowers will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.15) paid by such
Lender or the Administrative Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom
or with respect thereto.  This indemnification shall be made within 30
days from the date such Lender or the Administrative Agent (as the case
may be) makes written demand therefor.

        (d)  Within 30 days after the date of any payment of Taxes,
the Company (on its own behalf and on behalf of  the other Borrowers)
will furnish to the Administrative Agent, at its address referred to in
Section 8.02, the original or a certified copy of a receipt evidencing
payment thereof.  In the case of any payment hereunder or under the
Notes by or on behalf of a Borrower through an account or branch outside
the United States or on behalf of a Borrower by a payor that is not a
United States person, if the Company determines that no Taxes are
payable in respect thereof, the Company shall furnish, or shall cause
such payor to furnish, to the Administrative Agent, at such address, an
opinion of counsel acceptable to the Administrative Agent stating that
such payment is exempt from Taxes.  For purposes of this subsection (d)
and subsection (e), the terms "United States" and "United States
                               -------------       -------------
person" shall have the meanings specified in Section 7701 of the
------
Internal Revenue Code.


                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT



<PAGE>
<PAGE>
                                -33-

          (e)  Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement (in the case of each Initial Lender) and on
the date of the Acceptance pursuant to which it becomes a Lender (in the
case of each other Lender), and from time to time thereafter if
requested in writing by the Company (but only so long as such Lender
remains lawfully able to do so), shall provide the Company with Internal
Revenue Service form 1001 or 4224, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, certifying that
such Lender is exempt from or entitled to a reduced rate of United
States withholding tax on payments of interest pursuant to this
Agreement or the Notes.  If the form provided by a Lender at the time
such Lender first becomes a party to this Agreement indicates a United
States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from "Taxes" as defined in
Section 2.15(a).  If any form or document referred to in this subsection
(e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required by the
versions of Internal Revenue Service Form 1001 or 4224 in effect on the
date hereof, that the Lender reasonably considers to be confidential,
the Lender shall give notice thereof to the Company and shall not be
obligated to include in such form or document such confidential
information.

          (f)  For any period with respect to which a Lender has
failed to provide the Company with the appropriate form described in
Section 2.15(e) (other than if such failure is due to a change in law
occurring subsequent to the date on which a form originally was required
to be provided, or if such form otherwise is not required under the
first sentence of subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.15(a) with respect to Taxes
imposed by the United States; provided that should a Lender become
subject to Taxes because of its failure to deliver a form required
hereunder, the Company shall take such steps as the Lender shall
reasonably request to assist the Lender to recover such Taxes.

          (g)  So long as no Default shall have occurred and be
continuing, if a Borrower shall be required by law to deduct any Taxes
from or in respect of any sum payable hereunder or under any Note to any
Lender or shall be required to indemnify any Lender for any Taxes under
Section 2.15(c) (each such Lender, a "Specified Lender"), the Company
                                      ----------------
may, within five days of receiving a notice from any Specified Lender
pursuant to clause (a) of this Section 2.15, elect (and shall notify
such Specified Lender and the Administrative Agent of such election) to
require that such Specified Lender assign to the Company's designated
assignee or assignees, in accordance with the terms of Section 8.07, all
Advances then owing to such Specified Lender and all rights and
obligations of such Specified Lender hereunder; provided that (A) each
such assignment shall be either an assignment of all of the rights and
obligations of the assigning Specified Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently
with another such assignment or assignments which together cover all of
the rights and obligations of the assigning Specified Lender under this
Agreement, (B) no Specified Lender shall be obligated to make any such
assignment as a result of a demand by the Company pursuant to this
Section 2.15(g) unless and until such Specified Lender shall have
received one or more payments from either the Borrowers or one or more
assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the A Advances owing to such Specified
Lender, together with accrued interest thereon to the date of payment of
such principal amount, all Facility Fees and other fees payable to such
Specified Lender and all other amounts payable to such Specified Lender
under this Agreement (including, but not limited to, any increased costs
or other additional amounts (computed in accordance with Section 2.11),
and any Taxes, incurred by such Specified Lender prior to the effective
date of such assignment and amounts payable under Section 8.04(a)) and
(C) each such assignment shall be made pursuant to an Assignment and
Acceptance; provided that such assignment shall not be effective if,
after giving effect to such assignment, the aggregate amount of the
Commitments so assigned or terminated under this Section 2.15(g),
Section 2.11 and Section 2.12 during the term of this Agreement would
exceed 25% of the aggregate amount of the Commitments as of the
Restatement Date.  Upon such payments and prepayments, the obligations
of such Specified Lender hereunder, by the provisions hereof, shall be
released and discharged; provided that such


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -34-

Specified Lender's rights under Sections 2.11, 2.12, 2.15 and 8.04(b),
and its obligations under Section 7.05, shall survive such release and
discharge as to matters occurring prior to the date of termination of
such Specified Lender's Commitment.

          SECTION 2.16.  Sharing of Payments, Etc.  If any Lender
                         -------------------------
shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the A
Advances owing to it (other than pursuant to Sections 2.05(b), 2.05(c),
2.11, 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments
on account of the A Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participation in
the A Advances owing to them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them;
provided that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and each such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with
an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered.  Each Borrower agrees that any
Lender so purchasing a participation from another Lender pursuant to
this Section 2.16 may, to the fullest extent permitted by law, exercise
all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct
creditor of such Borrower in the amount of such participation.

          SECTION 2.17.  Borrowings by Designated Borrowers.
                         ----------------------------------

          (a)  The Company may, at any time or from time to time,
     designate one or more wholly owned Subsidiaries of the Company as
     "Borrowers" hereunder by furnishing to the Administrative Agent a
     letter (a "Designation Letter") in duplicate, in substantially
                ------------------
     the form of Exhibit F-1, duly completed and executed by the
     Company and such Subsidiary.  Upon any such designation of a
     Subsidiary, such Subsidiary shall be a Designated Borrower and a
     Designated Borrower entitled to borrow A Advances and B Advances
     on and subject to the terms and conditions of this Agreement.

          (b)  So long as all principal of and interest on all
     Advances made to any Designated Borrower have been paid in full,
     the Company may terminate the status of such Designated Borrower
     as a Designated Borrower hereunder by furnishing to the
     Administrative Agent a letter (a "Termination Letter") in
                                       ------------------
     substantially the form of Exhibit F-2, duly completed and executed
     by the Company.  Any Termination Letter furnished hereunder shall
     be effective upon receipt by the Administrative Agent, which shall
     promptly notify the Lenders, whereupon the Lenders shall promptly
     deliver to the Company (through the Administrative Agent) the
     Notes, if any, of such former Designated Borrower. Notwithstanding
     the foregoing, the delivery of a Termination Letter with respect to
     any Designated Borrower shall not terminate (i) any obligation of
     such Designated Borrower that remains unpaid at the time of such
     delivery (including without limitation any obligation arising
     thereafter in respect of such Designated Borrower under Section 2.15
     or 2.11) or (ii) the obligations of the Company under Article IX
     with respect to any such unpaid obligations.

                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -35-

                            ARTICLE III

              CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01.  Conditions Precedent to Amendment and
                         -------------------------------------
Restatement.  The Existing Credit Agreement shall be amended and
-----------
restated to read in full as set forth herein on the date (the
"Restatement Date") on which the Administrative Agent shall have
 ----------------
received the following, each (unless otherwise specified below) dated
the Restatement Date, in form and substance satisfactory to the
Administrative Agent (and, to the extent specified below, each Lender)
and (except for the Notes) in sufficient copies for each Lender:

          (a)  Charter Documents, Etc.
               -----------------------

               (1)  Certified copies of (x) the charter and by-laws
          of the Company, (y) the resolutions of the Board of
          Directors of the Company authorizing and approving this
          Agreement and the Notes, and (z) all documents evidencing
          other necessary corporate action and governmental approvals,
          if any, with respect to this Agreement and the Notes.

               (2)  A certificate of the Secretary or an Assistant
          Secretary of the Company certifying the names and true
          signatures of the officers of the Company authorized to sign
          this Agreement and the Notes and the other documents to be
          delivered hereunder.

               (3)  A certificate from the Secretary of State of the
          State of Delaware dated a date reasonably close to the
          Restatement Date as to the good standing of and charter
          documents filed by the Company.

          (b)  Opinions.
               --------

               (1)  A favorable opinion of the General Counsel of the
          Company, substantially in the form of Exhibit D.

               (2)  A favorable opinion of Milbank, Tweed, Hadley &
          McCloy LLP, special New York counsel for the Administrative
          Agent, substantially in the form of Exhibit E.

          (c)  Solvency.  A certificate of a senior financial officer
               --------
     of the Company to the effect that the Company (both individually
     and collectively with its Consolidated Subsidiaries) is Solvent.

          (d)  Representations, Etc.  A certificate signed by a duly
               ---------------------
     authorized officer of the Company stating that:

               (1)  the representations and warranties contained in
          Section 4.01 are correct on and as of the Restatement
          Date, and

               (2)  no event has occurred and is continuing that
          constitutes a Default.

          (e)  Other.  Such other approvals, opinions and documents
               -----
     relating to material ERISA and, environmental matters as the
     Administrative Agent or any Lender may, through the Administrative
     Agent, reasonably request.

                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -36-

          SECTION 3.02.  Conditions Precedent to Each A Borrowing.
                         ----------------------------------------
The obligation of each Lender to make an A Advance on the occasion of
each A Borrowing shall be subject to the conditions precedent that the
Restatement Date shall have occurred and on the date of such A
Borrowing:

          (a)  the following statements shall be true (and each of the
     giving of the applicable Notice of A Borrowing and the acceptance
     by the relevant Borrower of the proceeds of such A Borrowing shall
     constitute a representation and warranty by the Company that on
     the date of such A Borrowing such statements are true):

               (i)  the representations and warranties contained in
          Section 4.01 (except the Excluded Representations) are
          correct on and as of the date of such A Borrowing, before
          and after giving effect to such A Borrowing and to the
          application of the proceeds therefrom, as though made on and
          as of such date; and

               (ii)  no event has occurred and is continuing, or
          would result from such A Borrowing or from the application
          of the proceeds therefrom, that constitutes a Default;

          (b)  the Administrative Agent shall have received such other
     approvals, opinions or documents as any Lender through the
     Administrative Agent may reasonably request; and

          (c) in the case of the first Borrowing by a Designated
     Borrower, such Borrower shall have furnished to the Administrative
     Agent such corporate documents, resolutions and legal opinions
     relating to such Designated Borrower as the Administrative Agent
     may reasonably require.

          SECTION 3.03.  Conditions Precedent to Each B Borrowing.
                         ----------------------------------------
The obligation of each Lender that is to make a B Advance on the
occasion of each B Borrowing to make such B Advance as part of such B
Borrowing is subject to the conditions precedent that the Restatement
Date shall have occurred and (a) the Administrative Agent shall have
received the Notice of B Borrowing with respect thereto, (b) if (and
only if) requested by such Lender, on or before the date of such B
Borrowing, but prior to such B Borrowing, the Administrative Agent shall
have received a B Note payable to the order of such Lender for each of
the one or more B Advances to be made by such Lender as part of such B
Borrowing, in a principal amount equal to the principal amount of the B
Advance to be evidenced thereby and otherwise on such terms as were
agreed to for such B Advance in accordance with Section 2.03, and (c) on
the date of such B Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of B Borrowing and the
acceptance by the relevant Borrower of the proceeds of such B Borrowing
shall constitute a representation and warranty by the Company that on
the date of such B Borrowing such statements are true):

          (i)  the representations and warranties contained in Section
     4.01 (except the Excluded Representations) are correct on and as
     of the date of such B Borrowing, before and after giving effect to
     such B Borrowing and to the application of the proceeds therefrom,
     as though made on and as of such date; and

          (ii)  no event has occurred and is continuing, or would
     result from such B Borrowing or from the application of the
     proceeds therefrom, that constitutes a Default.

          SECTION 3.04.  Determinations Under Section 3.01.  For
                         ---------------------------------
purposes of determining compliance with the conditions specified in
Section 3.01, each Lender shall be deemed to have consented to, approved
or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Administrative
Agent responsible for the transactions contemplated by this Agreement
shall have received


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -37-

notice from such Lender prior to the Restatement Date (as notified by
the Company or the Administrative Agent to the Lenders) specifying its
objection thereto.

                             ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES

          SECTION 4.01.  Representations and Warranties of the
                         -------------------------------------
Company.  The Company represents and warrants as follows:
-------

          (a)  Incorporation; Good Standing.  The Company is a
               ----------------------------
     corporation duly organized, validly existing and in good standing
     under the laws of the State of Delaware.

          (b)  Corporate Authority; No Breach.  The execution,
               ------------------------------
     delivery and performance by the Company of this Agreement and the
     Notes, and the other transactions contemplated hereby, are within
     the Company's corporate powers, have been duly authorized by all
     necessary corporate action, and do not contravene (i) the
     Company's charter or bylaws or (ii) law or any contractual
     restriction binding on or affecting the Company.

          (c)  No Consents or Approvals.  No authorization or approval
               ------------------------
     or other action by, and no notice to or filing with, any
     governmental authority or regulatory body or any other third party
     is required for the due execution, delivery and performance by the
     Company of this Agreement or the Notes, other than those
     authorizations, approvals, notices, filings and actions that have
     been obtained, filed or taken on or before the Restatement Date by
     the Company.  No authorization or approval or other action by, and
     no notice to or filing with, any governmental authority or
     regulatory body or any other third party is required for the
     transactions contemplated thereby, except for the authorizations,
     approvals, actions, notices and filings (i) the failure to obtain
     would not have a Material Adverse Effect or (ii) which have been
     (or, prior to the Restatement Date, will be) duly obtained, taken,
     given or made and are in full force and effect.

          (d)  Enforceable Obligations, Etc.  This Agreement has been
               -----------------------------
     and each of the Notes when delivered hereunder will have been,
     duly executed and delivered by the Company.  This Agreement is,
     and each of the Notes when delivered hereunder will be, the legal,
     valid and binding obligation of the Company enforceable against
     the Company in accordance with their respective terms.

          (e)  Financial Statements, Etc.
               --------------------------

          (i)  The statement of financial position of the Company as
     at December 31, 1998 and the related statements of income and cash
     flows of the Company for the twelve months then ended, accompanied
     by an opinion of Deloitte & Touche LLP, independent public
     accountants, and the balance sheet of the Company as at June 30,
     1999 and the related statements of income and cash flows of the
     Company for the six months then ended, copies of which have been
     made available to each Lender, present fairly, in all material
     respects (subject, in the case of said balance sheet as at June
     30, 1999, and said statements of income and cash flows for the six
     months then ended, to year-end audit adjustments) the financial
     condition of the Company as at such dates and the results of the
     operations of the Company for the periods ended on such dates, all
     in accordance with generally accepted accounting principles
     applied on a consistent basis.

          (ii)  Since December 31, 1998, there has been no material
     adverse change in the financial condition or results of operations
     of the Company and its Subsidiaries, taken as a whole.


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -38-

          (f)  No Litigation, Etc.  Except as described in the
               -------------------
     Company's Report on Form 10-K for the fiscal year ended December
     31, 1998 or in the Company's Report on Form 10-Q for the fiscal
     quarter ended September 30, 1999, there is no pending or, to the
     best of the Company's knowledge, threatened action or proceeding
     affecting the Company or any of its Consolidated Subsidiaries
     before any court, or governmental agency or arbitrator which (i)
     would have a Material Adverse Effect or (ii) purports to affect,
     or would affect, the legality, validity or enforceability of this
     Agreement or any Note.

          (g)  ERISA.  No ERISA Event that would have a Material
               -----
     Adverse Effect has occurred or is reasonably expected to occur
     with respect to any Plan.  As of the Restatement Date, neither the
     Company nor any ERISA Affiliate participates in any Multiple
     Employer Plan or in any Multiemployer Plan with respect to which
     the Company or any ERISA Affiliate has any Withdrawal Liability or
     other liability (other than the ordinary liability of a sponsor
     for contributions to or benefits under such Plan) that, in either
     case, would have a Material Adverse Effect.

          (h)  Environmental Laws.  The Company (i) is in substantial
               ------------------
     compliance with any and all applicable Environmental Laws, (ii)
     has (to the best of its knowledge) received, applied for or been
     assigned all required Environmental Permits and (iii) is in
     substantial compliance with all terms and conditions of any such
     Environmental Permits, except where any such noncompliance with
     Environmental Laws, failure to receive, apply for or be assigned
     an Environmental Permit, or failure to comply with the terms and
     conditions of an Environmental Permit, would not have a Material
     Adverse Effect.

          (i)  Investment Company; Public Utility.  Neither the
               ----------------------------------
     Company nor any of its Material Subsidiaries is an "investment
     company", or an "affiliated person" of, or "promoter" or
     "principal underwriter" for, an "investment company," as such
     terms are defined in the Investment Company Act of 1940, as
     amended.  Neither the Company nor any of its Material Subsidiaries
     is a "holding company", or an "affiliate" of a "holding company"
     or a "subsidiary company" of a "holding company", within the
     meaning of the Public Utility Holding Company Act of 1935, as
     amended.

          (j)  Accuracy of Information.
               -----------------------

          (i)  All written information, reports, financial statements,
     exhibits and schedules (except as to assumptions, statements,
     estimates and projections with respect to anticipated future
     performance or events) concerning the operations, business,
     financial condition, properties and prospects of the Company and
     its Subsidiaries ("Information") furnished by or on behalf of
                        -----------
     the Company to the Administrative Agent, the Syndication Agent or
     any Lender on or prior to the Restatement Date in connection with
     the negotiation, preparation or delivery of this Agreement or
     included herein or delivered pursuant to Article III, when taken
     as a whole, as of the date of such Information, does not contain
     any untrue statement of material fact or, to the best of the
     Company's knowledge, omit to state any material fact necessary to
     make the statements therein, in light of the circumstances in
     which they were made, not misleading.

          (ii)  All Post-Restatement Date Information furnished by or
     on behalf of the Company to the Administrative Agent or any Lender
     after the Restatement Date, when taken as a whole, as of the date
     of such Post-Restatement Date Information, will not contain any
     untrue statement of material fact or, to the best of the Company's
     knowledge, omit to state any material fact necessary to make the
     statements therein, in light of the circumstances in which they
     were made, not misleading.

          (iii)  Financial projections and pro forma adjustments
     contained in the Information may be based on estimates and
     assumptions about circumstances and events that have not taken
     place at the




                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -39-

     time of delivery thereof; although such information reflects the
     Company's good faith projections and estimates as of the date
     thereof, based upon methods and data the Company believes to be
     reasonable and accurate, actual results during the period covered
     by such projections and pro forma adjustments may differ
     materially from the projections and pro forma adjustments.

          (iv)  For purposes of this Section 4.01(j), "Post-
                                                       -----
     Restatement Date Information" means:
     ----------------------------

               (x)  all Information furnished by the Company and its
          Subsidiaries after the date hereof under Sections 5.01(i)(i)
          through (vii), inclusive; and

               (y)  all Information furnished by the Company and its
          Subsidiaries after the date hereof under Section 5.01(i)(viii),
          provided that the request for such information is made in
          writing and delivered to the Company, at the address specified
          in Section 8.02, to the attention of the Company's Treasurer
          and stating that such request is being made in connection
          with this Agreement.

          (k)  Margin Stock.  The Company is not principally engaged
               ------------
     in the business of extending credit for the purpose of purchasing
     or carrying Margin Stock, and no proceeds of any Advance will be
     used for any purpose which violates the provisions of the
     regulations of the Board of Governors of the Federal Reserve
     System.  After applying the proceeds of each Advance, not more
     than 25% of the value of the assets of the Company and the
     Company's Subsidiaries (as determined in good faith by the
     Company) that are subject to Section 5.02(a) will consist of or be
     represented by Margin Stock.  If requested by any Lender or the
     Administrative Agent, the Company will furnish to the
     Administrative Agent and each Lender a statement in conformity
     with the requirements of Federal Reserve Form U-1 referred to in
     Regulation U, the statements made in which shall be such, in the
     opinion of each Lender, as to permit the transactions contemplated
     hereby in accordance with Regulation U.

          SECTION 4.02.  Representation and Warranty of the Lenders.
                         ------------------------------------------
Each Lender represents and warrants that in good faith it has not
relied, and will not rely, upon any Margin Stock as collateral in the
making and maintaining of its Advances hereunder.


                              ARTICLE V

                      COVENANTS OF THE COMPANY

          SECTION 5.01.  Affirmative Covenants.  So long as any
                         ---------------------
Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Company will:

          (a)  Preservation of Corporate Existence, Etc.  Do or cause
               -----------------------------------------
     to be done all things necessary to preserve and keep in full force
     and effect its corporate existence, rights (charter and statutory)
     and franchises, provided that the Company shall not be required to
     preserve any such right or franchise if it shall determine that
     the preservation thereof is no longer desirable in the conduct of
     its business.  Cause each Material Subsidiary of the Company to do
     or cause to be done all things necessary to preserve and keep in
     full force and effect the corporate existence, rights (charter and
     statutory) and franchises of such Material Subsidiary, except in
     each case if the Company shall determine that the preservation
     thereof is no longer desirable in the conduct of the business of
     the Company and its Subsidiaries, taken as a whole.


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -40-

          (b)  Compliance with Laws, Etc.  Comply, and cause each of
               --------------------------
     its Consolidated Subsidiaries to comply, in all material respects,
     with all applicable laws, rules, regulations and orders, such
     compliance to include, without limitation, compliance with ERISA
     and all applicable Environmental Laws, except such noncompliance
     as would not have a Material Adverse Effect.

          (c)  Payment of Taxes.  Duly pay and discharge, and cause
               ----------------
     each of its Consolidated Subsidiaries to pay and discharge, all
     taxes, assessments and governmental charges whatsoever and by
     whomsoever imposed upon it or against its properties prior to the
     date on which penalties are attached thereto, unless and to the
     extent only that the same (i) shall be contested in good faith and
     by appropriate proceedings by the Company or (ii) are not of
     material importance to the business, financial condition or
     operating results of the Company and its Consolidated
     Subsidiaries.

          (d)   Payment of Material Obligations, Etc.  Pay, and cause
                -------------------------------------
     each of its Material Subsidiaries to pay, all obligations under
     Material Contracts.  Perform, and cause each of its Material
     Subsidiaries to perform, each other obligation (other than
     obligations that the Company determines, in good faith and upon
     the advice of its counsel, not to be binding on it) of the Company
     or such Material Subsidiary, as the case may be, under the
     Material Contracts except where the failure to do so would not
     (either individually or in the aggregate) have a Material Adverse
     Effect.

          (e)  Visitation.  Permit, and cause each of its Material
               ----------
     Subsidiaries to permit, the Administrative Agent or any of the
     Lenders or any agents or representatives thereof (at any
     reasonable time and as may be reasonably requested from time to
     time and, so long as no Default shall have occurred and is
     continuing, upon reasonable advance notice):

               (i)  to visit the properties of the Company and any of
          its Material Subsidiaries in the presence of an appropriate
          officer or representative of the Company;

               (ii)  if any Default shall have occurred and then be
          continuing, to examine and make copies of and abstracts from
          the records and books of account of the Company and any of
          its Material Subsidiaries (other than trade secrets and
          information and materials subject to confidentiality
          agreements with third parties) in the presence of an
          appropriate officer or representative of the Company); and

               (iii)  to discuss the affairs, finances and accounts
          of the Company and any of its Material Subsidiaries with any
          of their officers or directors and with their independent
          certified public accountants.

          (f)  Keeping of Books.  Keep, and cause each of its
               ----------------
     Consolidated Subsidiaries to keep, proper books of record and
     account, in which full and correct entries shall be made of all
     financial transactions and the assets and business of the Company
     and each such Consolidated Subsidiary in accordance with generally
     accepted accounting standards in effect from time to time.

          (g)  Properties.  Cause all Principal Properties to be
               ----------
     maintained and kept in good condition, repair and working order,
     and cause to be made all necessary repairs, renewals,
     replacements, betterments and improvements thereto, in each case
     as in the judgment of the Company may be necessary so that the
     business carried on in connection therewith may be properly and
     advantageously conducted at all times, provided that nothing in
     this paragraph (g) shall prevent the Company or any of its
     Subsidiaries from discontinuing the operation and maintenance of
     any such Principal Properties or from omitting to make any
     repairs, renewals, replacements, betterments or improvements if
     such discontinuance or omission is, in the judgment of the
     Company, desirable in the conduct of the business of the Company
     and its Subsidiaries taken as a whole.

                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -41-

          (h)  Maintenance of Insurance.  From and after the
               ------------------------
     Restatement Date, maintain insurance, and cause each of its
     Consolidated Subsidiaries to maintain insurance, with financially
     sound and reputable insurers, with respect to such of its
     properties, against such risks, casualties and contingencies and
     in such types and amounts as are consistent with sound business
     practice, it being understood that this paragraph (h) shall not
     prevent the use of deductible or excess loss insurance and shall
     not prevent (i) the Company or any of its Subsidiaries from acting
     as a self-insurer or maintaining insurance with another Subsidiary
     or Subsidiaries of the Company so long as such action is
     consistent with sound business practice or (ii) the Company from
     obtaining and owning insurance policies covering activities of its
     Consolidated Subsidiaries.

          (i)  Reporting Requirements.  Furnish to the Lenders:
               ----------------------

               (i)  as soon as available and in any event within 60
          days after the end of each of the first three quarters of
          each fiscal year of the Company, Consolidated balance sheets
          of the Company and its Subsidiaries as of the end of such
          quarter and Consolidated statements of income and cash flows
          of the Company and its Subsidiaries for the period
          commencing at the end of the previous fiscal year and ending
          with the end of such quarter, duly certified (subject to
          year-end audit adjustments) by the Controller, Assistant
          Controller or other authorized financial officer of the
          Company as having been prepared in accordance with GAAP,
          together with (A) a certificate of said officer stating that
          no Default has occurred and is continuing or, if a Default
          has occurred and is continuing, a statement as to the nature
          thereof, and (B) a schedule in form and substance
          satisfactory to the Administrative Agent of the computations
          used by the Company in determining compliance with the
          covenants contained in Section 5.03;

               (ii)  as soon as available and in any event within 120
          days after the end of each fiscal year of the Company, a
          copy of the annual audit report for such year for the
          Company and its Subsidiaries, containing Consolidated
          balance sheets of the Company and its Subsidiaries as of the
          end of such fiscal year and Consolidated statements of
          income, shareowners' equity and cash flows of the Company
          and its Subsidiaries for such fiscal year, in each case
          accompanied by an opinion acceptable to the Majority Lenders
          by Deloitte & Touche LLP or other independent public
          accountants of recognized national standing, together with
          (a) a certificate of the Controller, Assistant Controller or
          other authorized financial officer of the Company stating
          that no Default has occurred and is continuing or, if a
          Default has occurred and is continuing, a statement as to
          the nature thereof, and (B) a schedule in form and substance
          satisfactory to the Administrative Agent of the computations
          used by the Company in determining compliance with the
          covenants contained in Section 5.03;

               (iii)  as soon as possible and in any event within
          five Business Days after the determination by the Company
          that a Default has occurred and is continuing on the date of
          such statement, a statement of either the Chief Financial
          Officer, Treasurer, Controller, Assistant Controller or
          other authorized financial officer of the Company setting
          forth details of such Default and the action that the
          Company has taken and proposes to take with respect thereto;

               (iv)  promptly and in any event within 30 days after
          the Company knows or has reason to know that any ERISA Event
          that would have a Material Adverse Effect has occurred, a
          statement of an authorized financial officer of the Company
          describing such


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -42-

          ERISA Event and the action, if any, that the Company or
          such ERISA Affiliate has taken and proposes to take with
          respect thereto;

               (v)  promptly and in any event within ten Business
          Days after receipt thereof by the Company or any of its
          ERISA Affiliates, copies of each notice from the PBGC
          stating its intention to terminate any Plan or to have a
          trustee appointed to administer any such Plan;

               (vi)  promptly and in any event within 45 days after
          the receipt thereof by the Company or any of its ERISA
          Affiliates, a copy of the latest annual actuarial report for
          each Plan if the ratio of the fair market value of the
          assets of such Plan to its current liability (as defined in
          Section 412 of the Internal Revenue Code) is less than 80%;

               (vii)  as soon as possible and in any event within
          five days after the determination by the Company that a
          Change of Control has occurred, the Company shall deliver to
          the Administrative Agent (which shall forward a copy thereof
          to each Lender promptly) notice thereof, together with such
          other information as the Administrative Agent or any Lender
          (through the Administrative Agent) may reasonably request;
          and

               (viii)  such other information (excluding trade
          secrets) respecting the financial condition and operations
          of the Company and its Subsidiaries as the Administrative
          Agent or any Lender may from time to time reasonably request
          (which information shall constitute "Post-Restatement Date
          Information" only to the extent provided in Section
          4.01(j)).

          (j)  Use of Proceeds.  Use the proceeds of the Advances
               ---------------
     hereunder solely to finance the working capital needs and other
     general corporate purposes of the Borrowers (including to support
     the commercial paper programs of the respective Borrowers, to
     finance acquisitions, treasury stock purchases and capital
     investments), in each case in compliance with all applicable legal
     and regulatory requirements; provided that neither the
     Administrative Agent nor any Lender shall have any responsibility
     as to the use of any such proceeds.

          SECTION 5.02.  Negative Covenants.  So long as any Advance
                         ------------------
shall remain unpaid or any Lender shall have any Commitment hereunder,
the Company will not:

          (a)  Liens, Etc.  Create or suffer to exist, or permit any
               -----------
of its Consolidated Subsidiaries to create or suffer to exist, any Lien
on or with respect to any of its properties (other than, in the case of
the Company, the Company's treasury stock), whether now owned or
hereafter acquired, or assign, or permit any of its Subsidiaries to
assign, any right to receive income in order to secure Debt, other than:

          (i)  (A)  Liens for taxes, assessments, governmental charges
     or levies or other amounts owed to governmental entities other
     than for borrowed money; (B) Liens imposed by law, such as
     materialmen's, mechanics', carriers', workmen's and repairmen's
     Liens and other similar Liens arising in the ordinary course of
     business securing obligations that are not overdue for a period of
     more than 30 days or that are being contested in good faith;
     (C) pledges or deposits to secure obligations under workers'
     compensation laws or similar legislation or to secure public or
     statutory obligations; (D) easements, rights of way and other
     encumbrances on title to real property that do not render title to
     the property encumbered thereby unmarketable or materially
     adversely affect the use of such property for its present
     purposes; and (E) Liens in favor of a landlord arising in the
     ordinary course of business,

          (ii)  purchase money Liens upon or in any property, assets
     or stock acquired or held by the Company or any Subsidiary in the
     ordinary course of business to secure the purchase price or



                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -43-

     construction cost of such property or to secure Debt incurred
     solely for the purpose of financing the acquisition or
     construction of such property whether incurred prior or subsequent
     to such acquisition or construction, or Liens existing on such
     property at the time of its acquisition (other than any such Lien
     created in contemplation of such acquisition) or extensions,
     renewals or replacements of any of the foregoing for the same or a
     lesser amount, provided that no such Lien shall extend to or cover
     any property other than the property being acquired, and no such
     extension, renewal or replacement shall extend to or cover any
     property not theretofore subject to the Lien being extended,
     renewed or replaced,

          (iii) Liens securing Debt, judgments and ERISA claims
     existing on the date hereof and identified on Schedule 1, and
     other Liens existing on the date hereof,

          (iv)  other Liens or assignments in an aggregate principal
     amount at any time outstanding not to exceed 10% of Consolidated
     Net Tangible Assets,

          (v)   the replacement, extension or renewal of any Lien
     permitted by clauses (ii) and (iii) above upon or in the same
     property theretofore subject thereto or the replacement, extension
     or renewal (without increase in the amount or change in any direct
     or contingent obligor) of the amount secured thereby, and

          (vi)  intercompany Liens.

          (b)   Mergers, Etc.  Merge or consolidate with or into (or
                -------------
permit any of its Material Subsidiaries to merge or consolidate with or
into), or convey, transfer, lease or otherwise dispose of (or permit any
of its Material Subsidiaries to convey, transfer, lease or otherwise
dispose of), whether in one transaction or in a series of related
transactions, all or substantially all of the assets (whether now owned
or hereafter acquired) of the Company or such Material Subsidiary to,
any Person, except that:

          (i)   any Material Subsidiary of the Company may merge or
     consolidate with or into (or convey, transfer, lease or otherwise
     dispose of any or all the assets of such Material Subsidiary to)
     the Company or any wholly owned Material Subsidiary of the
     Company; provided that the Company or a wholly owned Material
     Subsidiary is the survivor of any such merger or consolidation;
     and

          (ii)  the Company may merge or consolidate with or into any
     other Person so long as (x) immediately after giving effect to
     such transaction, no Default would exist and (y) the Company is
     the surviving corporation.

          (c)   Accounting Changes.  Make or permit, or permit any of
                ------------------
its Subsidiaries to make or permit, any change in accounting policies or
reporting practices, except as required or permitted by generally
accepted accounting principles.

          (d)   Change in Nature of Business.  Change the nature of
                ----------------------------
the business of the Company and its Subsidiaries, taken as a whole, such
that such business differs materially from the lines of business engaged
in on the Restatement Date and lines of business related thereto;
provided that the foregoing shall not prohibit the Company and its
Subsidiaries from engaging in other lines of business (or investing in
joint ventures engaged in other lines of business) so long as the
aggregate book value of assets of the Company and its Subsidiaries
directly relating to such other lines of business does not exceed 20% of
the aggregate book value of the Consolidated assets of the Company and
its Consolidated Subsidiaries as at the last day of the fiscal quarter
most recently ended prior to the date of determination.


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -44-

          (e)  Margin Stock.  Permit more than 25%, after the making
               ------------
of each Advance and giving effect to the use of the proceeds thereof, of
the value of the assets of the Company and its Subsidiaries (as
determined in good faith by the Company) that are subject to
Section 5.02(a) to consist of or be represented by Margin Stock.

          (f)  Transactions with Affiliates.  Other than the
               ----------------------------
transactions with Specified Joint Ventures, enter into, or permit any of
its Subsidiaries to enter into, any transaction with an Affiliate of the
Company (other than the Company's Subsidiaries) that would be material
in relation to the Company and its Subsidiaries, taken as a whole, even
if otherwise permitted under this Agreement, except on terms determined
by the Company to be fair and reasonable to the Company and its
Subsidiaries and in the best interests of the Company (considered as a
whole in conjunction with all other existing arrangements and
relationships with such Affiliate).

          SECTION 5.03.  Financial Covenants.  So long as any
                         -------------------
Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Company shall not:

          (a)  Debt to Adjusted EBITDA.  Permit the Debt to Adjusted
               -----------------------
     EBITDA Ratio at any time to exceed 3.50 to 1.00.

          (b)  Interest Coverage Ratio.  Permit the Interest Coverage
               -----------------------
     Ratio at any time to be less than 4.50 to 1.00.


                             ARTICLE VI

                         EVENTS OF DEFAULT

          SECTION 6.01.  Events of Default.  If any of the following
                         -----------------
events ("Events of Default") shall occur and be continuing:
         -----------------

          (a)  Any Borrower shall fail to pay any principal of any
     Advance owing by such Borrower when the same becomes due and
     payable; or any Borrower shall fail to pay any interest on any
     Advance owing by such Borrower or make any other payment under
     this Agreement or any Note within five Business Days after the
     same becomes due and payable; or

          (b)  Any representation or warranty made or deemed to have
     been made by the Company herein or in connection with this
     Agreement shall prove to have been incorrect in any material
     respect when made; or

          (c) (i) The Company shall fail to perform or observe any
     term, covenant or agreement contained in Sections 5.01(a),
     5.01(i)(iii), 5.01(j), 5.02 or 5.03; or (ii) the Company shall
     fail to perform or observe any other term, covenant or agreement
     contained in this Agreement on its part to be performed or
     observed if such failure shall remain unremedied for 30 days after
     written notice thereof shall have been given to the Company by the
     Administrative Agent or any Lender (other than any failure by the
     Company to comply with the terms of Section 5.01(i)(iv), (v) or
     (vi)); or

          (d)  the Company or any of its Material Subsidiaries shall
     fail to pay any principal of, premium or interest on or any other
     amount payable in respect of any Debt that is outstanding in a
     principal or notional amount of at least the Threshold Amount (or
     such lower amount as provided for in the proviso to this clause
     (d)) in the aggregate (but excluding Debt outstanding hereunder)
     of the Company or such Material Subsidiary (as the case may be),
     when the same becomes due and payable


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -45-

     (whether by scheduled maturity, required prepayment, acceleration,
     demand or otherwise) and such failure shall continue after the
     applicable grace period, if any, specified in the applicable
     agreement; or any other event shall occur or condition shall exist
     under any agreement or instrument relating to any such Debt and
     shall continue after the applicable grace period, if any,
     specified in such agreement or instrument, if the effect of such
     event or condition is to accelerate, or to permit the acceleration
     of, the maturity of such Debt or otherwise to cause, or to permit
     the holder or holders (or an agent or trustee on its or their
     behalf) thereof to cause, such Debt to mature; or any such Debt
     shall be declared to be due and payable or required to be prepaid
     or redeemed (other than by a regularly scheduled required
     prepayment or redemption), purchased or defeased, or an offer to
     prepay, redeem, purchase or defease such Debt shall be required to
     be made, in each case prior to the stated maturity thereof;
     provided that if the Company in any agreement or instrument
     relating to any such Debt, shall have agreed to, or shall agree
     to, a lesser threshold of the kind specified this clause (d) with
     respect to itself or any of its Material Subsidiaries, then, in
     such event, the amount provided for above shall be reduced to such
     lesser amount(s) with respect to such entity; or

          (e)  Any judgment or order for the payment of money in
     excess of the Threshold Amount shall be rendered against the
     Company or any of its Material Subsidiaries and not timely
     satisfied or discharged, and either (i) proceedings to attach or
     levy upon any assets of the Company or such Material Subsidiary
     shall have been commenced by any creditor upon such judgment or
     order or (ii) there shall be any period of 30 consecutive days
     during which a stay of enforcement of such judgment or order, by
     reason of a pending appeal or otherwise, shall not be in effect;
     or

          (f)  The Company or any of its Material Subsidiaries shall
     generally not pay its debts as such debts become due, or shall
     admit in writing its inability to pay its debts generally, or
     shall make a general assignment for the benefit of creditors; or
     any proceeding shall be instituted by or against the Company or
     any of its Material Subsidiaries seeking to adjudicate it a
     bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or
     composition of it or its debts under any law relating to
     bankruptcy, insolvency or reorganization or relief of debtors, or
     seeking the entry of an order for relief or the appointment of a
     receiver, trustee, custodian or other similar official for it or
     for any substantial part of its property and, in the case of any
     such proceeding instituted against it (but not instituted by it),
     either such proceeding shall remain undismissed or unstayed for a
     period of 60 days, or any of the actions sought in such proceeding
     (including, without limitation, the entry of an order for relief
     against, or the appointment of a receiver, trustee, custodian or
     other similar official for, it or for any substantial part of its
     property) shall occur; or the Company or any of its Material
     Subsidiaries shall take any corporate action to authorize any of
     the actions set forth above in this subsection (e);

          (g)  Any ERISA Event that would result in a Lien in an
     amount in excess of $30,000,000 on the properties or assets of the
     Company or any of its Subsidiaries shall have occurred and shall
     not have been remedied within 90 days;

then, and in any such event, the Administrative Agent (i) shall at the
request, or may with the consent, of the Majority Lenders, by notice to
the Company (on its own behalf and on behalf of the other Borrowers),
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Majority Lenders, by notice to
the Company, declare the Advances, the Notes, all interest thereon and
all other amounts payable under this Agreement to be forthwith due and
payable, whereupon the Advances, the Notes, all such interest and all
such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Company and the other Borrowers;
provided that in the event of an actual or deemed entry of an order for
relief with respect to the Company under the Federal Bankruptcy Code,
(A) the obligation of each Lender to make Advances shall


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -46-

automatically be terminated and (B) the Advances, the Notes, all such
interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Company and the other
Borrowers.

          Notwithstanding anything to the contrary set forth in this
Agreement, in the event of an entry of an order for relief with respect
to a Designated Borrower under the Federal Bankruptcy Code (or under any
analogous law applicable to such Designated Borrower, if such Designated
Borrower is not organized under the laws of the United States or any
state thereof), (A) the obligation of each Lender to make Advances to
such Designated Borrower shall automatically be terminated, (B) on the
date that is three Business Days after the Company becomes aware of the
entry of such order for relief, the Advances, the Notes, all interest
and all other amounts owing by such Designated Borrower shall
automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Company and such Designated Borrower and (C)
such Designated Borrower shall cease to be a Designated Borrower
hereunder.


                             ARTICLE VII

                      THE ADMINISTRATIVE AGENT

          SECTION 7.01.  Authorization and Action.  Each Lender
                         ------------------------
hereby appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Administrative Agent by the
terms hereof, together with such powers and discretion as are reasonably
incidental thereto.  As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection
of the Notes), the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act
or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders,
and such instructions shall be binding upon all Lenders and all holders
of Notes; provided that the Administrative Agent shall not be required
to take any action that exposes the Administrative Agent to personal
liability or that is contrary to this Agreement or applicable law.  The
Administrative Agent agrees to give to each Lender prompt notice of each
notice given to it by the Company pursuant to the terms of this
Agreement.

          SECTION 7.02.  Administrative Agent's Reliance, Etc.
                         -------------------------------------
Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the
Administrative Agent:  (i) may treat the payee of any Note as the holder
thereof until the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee
of such Note, as assignor, and an Eligible Assignee, as assignee, as
provided in Section 8.07; (ii) may consult with legal counsel (including
counsel for the Company), independent public accountants and other
experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of
such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender
for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have
any duty to ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions of this Agreement on the
part of the Borrowers or to inspect the property (including the books
and records) of the Borrowers; (v) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of
any lien or security interest created or purported to be created under
or in connection with, this Agreement or any other instrument or
document furnished pursuant hereto; and (vi) shall incur no liability
under or in respect of this Agreement by acting upon any notice,
consent,



                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -47-

certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by
the proper party or parties.

          SECTION 7.03.  Citibank and Affiliates.  With respect to
                         -----------------------
its Commitment, the Advances made by it and the Notes issued to it,
Citibank shall have the same rights and powers under this Agreement as
any other Lender and may exercise the same as though it were not the
Administrative Agent; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include Citibank in its individual
capacity.  Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Company, any of its Subsidiaries and any Person who may do business with
or own securities of the Company or any such Subsidiary, all as if
Citibank were not the Administrative Agent and without any duty to
account therefor to the Lenders.

          SECTION 7.04.  Lender Credit Decision.  Each Lender
                         ----------------------
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial
statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under this
Agreement.

          SECTION 7.05.  Indemnification.  The Lenders agree to
                         ---------------
indemnify the Administrative Agent and the Syndication Agent (each, an
"Agent") (in each case to the extent not reimbursed by the Company),
 -----
ratably according to the respective principal amounts of the Notes then
held by each of them (or if no Notes are at the time outstanding or if
any Notes are held by Persons that are not Lenders, ratably according to
the respective amounts of their Commitments), from and against any and
all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such
Agent in any way relating to or arising out of this Agreement or any
action taken or omitted by such Agent under this Agreement, provided
that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross
negligence or willful misconduct.  Without limitation of the foregoing,
each Lender agrees to reimburse the Administrative Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including
counsel fees) incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the
Administrative Agent is not reimbursed for such expenses by the Company.

          SECTION 7.06.  Successor Administrative Agent.  The
                         ------------------------------
Administrative Agent may resign at any time by giving five Business
Days' written notice thereof to the Lenders and the Company and may be
removed at any time with or without cause (i) by the Majority Lenders
with the Company's approval, which approval shall not unreasonably be
withheld, or (ii) by the Company, subject to the approval of the
Majority Lenders, which approval shall not unreasonably be withheld.
Upon any such resignation or removal, the Company shall have the right
to appoint a successor Administrative Agent, subject to the Majority
Lenders' approval, which approval shall not be unreasonably withheld;
provided that upon and during the continuance of an Event of Default,
the Majority Lenders shall have the right to appoint a successor
Administrative Agent.  If no successor Administrative Agent shall have
been so appointed by the Majority Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's
giving of notice of resignation or the Majority Lenders' removal of the
retiring Administrative Agent, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank organized or licensed under the laws of
the United States of America or of any State


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -48-

thereof and having a combined capital and surplus of at least
$500,000,000.  Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, discretion, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this
Agreement.  After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement.

          SECTION 7.07.  The Syndication Agent.  Except as expressly
                         ---------------------
provided herein, the Syndication Agent shall not have any right, power,
obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such.  Without limiting the
foregoing, the Syndication Agent shall not have or be deemed to have any
fiduciary relationship with any other Lender in connection herewith.
Each Lender acknowledges that it has not relied, and will not rely, on
the Syndication Agent in deciding to enter into this Agreement or in
taking or not taking action hereunder.

                            ARTICLE VIII

                           MISCELLANEOUS

          SECTION 8.01.  Amendments, Etc.   No amendment or waiver
                         ----------------
of any provision of this Agreement or the Notes, nor consent to any
departure by the Company therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Majority Lenders,
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided that:

          (a)  no amendment, waiver or consent shall, unless in
     writing and signed by all the Lenders, do any of the following:

               (1)  waive any of the conditions specified in Section
          3.01 or 3.02;

               (2)  increase the Commitments of the Lenders or
          subject the Lenders to any additional obligations (other
          than as permitted by Sections 2.05(b) and 2.05(c) to the
          extent any Lender consents thereunder);

               (3)  reduce the principal of, or interest on, the A
          Notes or any fees or other amounts payable hereunder;

               (4)  postpone any date fixed for any payment of
          principal of, or interest on, the A Notes or any fees or
          other amounts payable hereunder (excluding any amounts
          payable in connection with the B Notes);

               (5)  change the percentage of the Commitments or of
          the aggregate unpaid principal amount of the A Notes, or the
          number of Lenders, that shall be required for the Lenders or
          any of them to take any action hereunder;

               (6)  amend this Section 8.01; or

               (7)  release the Company from any of its obligations
          under Article IX;


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -49-

          (b)  no amendment, waiver or consent shall, unless in
     writing and signed by the Administrative Agent in addition to the
     Lenders required above to take such action, affect the rights or
     duties of the Administrative Agent under this Agreement or any
     Note;

          (c)  no amendment, waiver or consent shall, unless in
     writing and signed by the Syndication Agent in addition to the
     Lenders required above to take such action, affect the rights or
     duties of the Syndication Agent under this Agreement or any Note;
     and

          (d)  this Section 8.01 shall not apply to changes in
     Commitments pursuant to Section 2.05, 2.11 or any other Section of
     this Agreement.

          SECTION 8.02.  Notices, Etc.  All notices and other
                         -------------
communications provided for hereunder shall be in writing (including
telecopier) and mailed, telecopied or delivered by hand:

          (a)  If to the Company or any other Borrower:

               Solutia Inc.
               575 Maryville Centre Drive
               St. Louis, Missouri  63141
               Attention:  Treasurer

               Telephone No.:  (314) 674-8250
               Telecopier No.: (314) 674-6755

          (b)  If to the Administrative Agent:

               Citibank, N.A.
               2 Penns Way
               New Castle Delaware, 19720

               Attention:  Anne Hieronimus

               Telephone No.:  (302) 894-6034
               Telecopier No.: (302) 894-6120

          (c)  If to any Lender, at the Domestic Lending Office
     specified in the Administrative Questionnaire of such Lender,

or, as to the Company (or any other Borrower) or the Administrative
Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such
other address as shall be designated by such party in a written notice
to the Company and the Administrative Agent.  All such notices and
communications shall be deemed to have been duly given or made (i) in
the case of hand deliveries, when delivered by hand, (ii) in the case of
mailed notices, when received, and (iii) in the case of telecopier
notice, when transmitted and confirmed during normal business hours (or,
if delivered after the close of normal business hours, at the beginning
of business hours on the next Business Day), except that notices and
communications to the Administrative Agent pursuant to Article II or VII
shall not be effective until received by the Administrative Agent.

          SECTION 8.03.  No Waiver, Remedies.  No failure on the
                         -------------------
part of any Lender or the Administrative Agent to exercise, and no delay
in exercising, any right hereunder or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such
right preclude any other or


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -50-

further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

          SECTION 8.04.  Costs and Expenses.
                         ------------------

          (a)  The Company agrees to pay on demand all out-of-pocket
costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery, modification and amendment of this
Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent with respect thereto and with
respect to advising the Administrative Agent as to its rights and
responsibilities under this Agreement.  The Company further agrees to
pay on demand all costs and expenses of the Administrative Agent and the
Lenders, if any (including, without limitation, reasonable counsel fees
and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement, the
Notes and the other documents to be delivered hereunder, including,
without limitation, reasonable fees and expenses of counsel for the
Administrative Agent and each Lender in connection with the enforcement
of rights under this Section 8.04(a).

          (b)  The Company agrees to indemnify and hold harmless the
Administrative Agent, the Syndication Agent and each Lender and each of
their Affiliates and their officers, directors, employees, agents and
advisors (each, an "Indemnified Party") from and against any and all
                    -----------------
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation,
litigation or proceeding arising out of, related to or in connection
with the actual or proposed use of the proceeds of the Advances, in each
case whether or not such investigation, litigation or proceeding is
brought by the Company, its directors, shareholders or creditors or an
Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated, except to the extent such claim,
damage, loss, liability or expense is found by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct.

          (c)  If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance is made by any Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such
Advance, as a result of a Commitment Increase pursuant to Section
2.05(c), or if any payment of principal of any B Advance consisting of a
Fixed Rate Advance is made by any Borrower to or for the account of a
Lender other than on the maturity date of such Advance, as a result of a
prepayment or Conversion pursuant to Sections 2.05(b), 2.08(d) or (e),
2.10 or 2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, the Company and such Borrower
jointly and severally agree, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), to pay to the Administrative
Agent for the account of such Lender any amounts required to compensate
such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including,
without limitation, any loss (including loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such
Advance.

          (d)  Without prejudice to the survival of any other
agreement of the Company or the other Borrowers hereunder, the
agreements and obligations of the Company and the other Borrowers
contained in Sections 2.11, 2.15 and 8.04 shall survive the payment in
full of principal, interest and all other amounts payable hereunder and
under the Notes.

          SECTION 8.05.  Right of Set-off.  Nothing herein shall
                         ----------------
derogate any Lender's right, if any, if and to the extent payment owed
to such Lender is not made when due hereunder or under any A Note or B


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -51-

Note held by such Lender, to set off from time to time against any or
all of the Company's or the relevant Borrowers' respective deposit
(general or special, time or demand, provisional or final) accounts with
such Lender any amount so due.  Each Lender agrees promptly to notify
the Company (on its own behalf and on behalf of the relevant Borrower,
if applicable) after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect
the validity of such set-off and application.  The rights of each Lender
under this Section 8.05 are in addition to other rights and remedies
which such Lender may have.

          SECTION 8.06.  Binding Effect.  This Agreement shall
                         --------------
become effective when it shall have been executed by the Company and the
Administrative Agent and when the Administrative Agent shall have been
notified by each Initial Lender that such Initial Lender has executed it
and thereafter shall be binding upon and inure to the benefit of the
Company, the Administrative Agent and each Lender and their respective
successors and assigns, except that no Borrower shall have the right to
assign its rights hereunder or any interest herein without the prior
written consent of the Lenders.

          SECTION 8.07.  Assignments and Participations, Register.
                         ----------------------------------------

          (a)   Each Lender may (and shall if requested to do so by the
Company pursuant to Section 2.11, Section 2.12 or 2.15) assign to one or
more Persons all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its
Commitment, the A Advances owing to it and the A Note held by it, but
excluding the B Advances owing to it and the B Note or B Notes held by
it (other than with respect to an assignment pursuant to Section 2.11,
2.12 or 2.15)); provided that:

          (i)   other than in the case of an assignment to an Affiliate
     of such Lender or assignments of the type described in subsection
     (g) below, such Lender shall have obtained the prior written
     consent of the Company, the Syndication Agent and the
     Administrative Agent, no such consent to be unreasonably withheld;

          (ii)  each such assignment shall be of a constant, and not a
     varying, percentage of all rights and obligations under this
     Agreement;

          (iii) except in the case of an assignment to a Person that,
     immediately prior to such assignment, was a Lender, or an
     assignment by a Lender to an Affiliate of such Lender or an
     assignment of all of a Lender's rights and obligations under this
     Agreement, the amount of the Commitment of the assigning Lender
     being assigned pursuant to each such assignment (determined as of
     the date of the Assignment and Acceptance with respect to such
     assignment) shall in no event be less than $10,000,000 or an
     integral multiple of $1,000,000 in excess thereof;

          (iv)  each such assignment shall be to an Eligible Assignee; and

          (v)   the parties to each such assignment shall execute and
     deliver to the Administrative Agent, for its acceptance and
     recording in the Register, an Assignment and Acceptance, together
     with any A Note subject to such assignment and a processing and
     recordation fee of $3,500.

Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five Business Days after the execution
and delivery thereof to the Administrative Agent, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the extent
that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released
from its obligations under this Agreement



                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -52-

(and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto).

          (b)  By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as
follows:  (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or any other instrument or document furnished
pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial
condition of the Company or the other Borrowers or the performance or
observance by the Company or the other Borrowers of any of their
respective obligations under this Agreement or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it
has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance
upon the Administrative Agent, such assigning Lender or any other Lender
and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement; (v) such assignee confirms that it
is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender.

          By executing and delivering an Assumption and Acceptance,
the Person assuming a Commitment hereunder confirms to and agrees with
the parties hereto as follows:  (i) neither the Administrative Agent,
the Syndication Agent nor any other Lender makes any representation or
warranty and assumes no responsibility with respect to the financial
condition of the Company or the other Borrowers or the performance or
observance by the Company or the other Borrowers of any of its
obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such Person confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assumption and Acceptance; (iii) such
Person will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (iv) such
Person confirms that it is an Eligible Assignee; (v) such assignee
appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Administrative Agent by the terms
hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vi) such Person agrees that it will perform in
accordance with their terms all of the obligations that by the terms of
this Agreement are required to be performed by it as a Lender.

          (c)  The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Acceptance delivered to and
accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of
the A Advances owing to each such Lender from time to time (the
"Register").  The entries in the Register shall be conclusive and
 --------
binding for all purposes, absent manifest error, and each Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the
Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice.


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -53-

          (d)  Upon the Administrative Agent's receipt of an
Acceptance (executed, in the case of an Assignment and Acceptance, by an
assigning Lender and an assignee representing that it is an Eligible
Assignee and accompanied by any A Note subject to such assignment, and
executed, in the case of an Assumption and Acceptance, by the Person
assuming a Commitment hereunder), the Administrative Agent shall, if
such Acceptance has been completed and is in substantially the form of
Exhibit C-1 or C-2, as applicable, (i) accept such Acceptance,
(ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company.

          Within five Business Days after its receipt of such notice,
each Borrower, at its own expense, shall execute and deliver to the
Administrative Agent:

          (x)  In the case of an assignment where (1) A Advances of
     the assigning Lender are evidenced by an A Note and (2) the
     assigning Lender has retained a Commitment hereunder, in exchange
     for the surrendered A Note a new A Note payable to the order of
     the assigning Lender in an amount equal to the Commitment retained
     by it hereunder;

          (y)  In the case of an assignment to an Eligible Assignee
     where such Eligible Assignee has requested that its A Advances be
     evidenced by an A Note in accordance with Section 2.06(c), an A
     Note payable to the order of such Eligible Assignee in an amount
     equal to the Commitment assumed by it pursuant to such Acceptance.

          (z)  In the case of an assumption of a Commitment hereunder,
     where the Person assuming the relevant Commitment hereunder has
     requested that its A Advances be evidenced by an A Note in
     accordance with Section 2.06(c), a new A Note payable to the order
     of such Person in an amount equal to the Commitment assumed by it
     pursuant to such Acceptance.

          The new A Notes to be executed and delivered by a Borrower
     under clauses (x) and (y) above shall be in an aggregate principal
     amount equal to the aggregate principal amount of the A Note
     surrendered in connection with the related assignment, shall be
     dated the effective date of such Assignment and Acceptance and
     shall otherwise be in substantially the form of Exhibit A-1
     hereto.  The new A Note to be executed and delivered under clause
     (z) above shall be dated the effective date of such Acceptance and
     shall otherwise be in substantially the form of Exhibit A-1
     hereto.

          (e)  Each Lender may sell participations to one or more
banks or other entities in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or
a portion of its Commitment, the Advances owing to it and/or the Note or
Notes held by it); provided that (i) such Lender's obligations under
this Agreement (including, without limitation, its Commitment hereunder)
shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Company, each other Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender's rights
and obligations under this Agreement, and (v) no participant under any
such participation shall have any right to approve any amendment or
waiver of any provision of this Agreement or any Note, or any consent to
any departure by the Company or any other Borrower therefrom, except to
the extent that such amendment, waiver or consent would reduce the
principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation.
Upon the sale of a participation pursuant to this Section 8.07(e), such
Lender shall promptly provide notice to the Company of the sale of a
participation (other than a


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -54-

sale of a participation pursuant to Section 2.16); provided that the
failure by such Lender to provide such notice shall not invalidate the
sale of such participation.

          (f)  Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this
Section 8.07, disclose to the assignee or participant or proposed
assignee or participant, any information relating to the Company or any
other Borrower furnished to such Lender by or on behalf of the Company
or such Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree
to preserve the confidentiality of any confidential information relating
to the Company and the other Borrowers received by it from such Lender;
provided further that the Company (on its own behalf and on behalf of
the other Borrowers) shall have consented in advance to the disclosure
of any non-public information.

          (g)  Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Advances owing to it and the Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board
of Governors of the Federal Reserve System.

          (h)  Each Lender agrees that it will not assign any Note or
Notes or sell any participation in any manner or under any circumstances
that would require registration, qualification or filings under the
securities laws of the United States of America, of any state or of any
country.

          SECTION 8.08.  Governing Law.  This Agreement and the
                         -------------
Notes shall be governed by, and construed in accordance with, the laws
of the State of New York.

          SECTION 8.09.  Execution in Counterparts.  This Agreement
                         -------------------------
may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this
Agreement.

          SECTION 8.10.  Jurisdiction, Etc.
                         ------------------

          (a)  Each of the parties hereto (and each Designated
Borrower, by its acceptance of the proceeds of Advances made to it)
hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court
or federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the Notes, or
for recognition or enforcement of any judgment, and each of the parties
hereto and each Designated Borrower hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State or, to
the extent permitted by law, in such federal court.  Each of the parties
hereto and each Designated Borrower agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement shall affect any right that
any party may otherwise have to bring any action or proceeding relating
to this Agreement or the Notes in the courts of any jurisdiction.

          (b)  Each of the parties hereto and each Designated Borrower
irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the Notes in any New
York State or federal court.  Each of the parties hereto hereby and each
Designated Borrower irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -55-

          SECTION 8.11.  Judgment Currency.  This is an
                         -----------------
international loan transaction in which the specification of Dollars or
Euros, as the case may be (the "Specified Currency"), and payment in
                                ------------------
New York City or the country of the Specified Currency, as the case may
be (the "Specified Place"), is of the essence, and the Specified
         ---------------
Currency shall be the currency of account in all events relating to
Advances denominated in the Specified Currency.  The payment obligations
of the Company and the other Borrowers under this Agreement shall not be
discharged or satisfied by an amount paid in another currency or in
another place, whether pursuant to a judgment or otherwise, to the
extent that the amount so paid on conversion to the Specified Currency
and transfer to the Specified Place under normal banking procedures does
not yield the amount of the Specified Currency at the Specified Place
due hereunder.  If for the purpose of obtaining judgment in any court it
is necessary to convert a sum due hereunder in the Specified Currency
into another currency (the "Second Currency"), the rate of exchange
                            ---------------
that shall be applied shall be the rate at which in accordance with
normal banking procedures the Administrative Agent could purchase the
Specified Currency with the Second Currency on the Business Day next
preceding the day on which such judgment is rendered.  The obligation of
the Company and the other Borrowers in respect of any such sum due from
it to the Administrative Agent or any Lender hereunder (in this Section
called an "Entitled Person") shall, notwithstanding the rate of
           ---------------
exchange actually applied in rendering such judgment, be discharged only
to the extent that on the Business Day following receipt by such
Entitled Person of any sum adjudged to be due hereunder in the Second
Currency such Entitled Person may in accordance with normal banking
procedures purchase and transfer to the Specified Place the Specified
Currency with the amount of the Second Currency so adjudged to be due;
and the Company and the applicable Borrower hereby, as a separate
obligation and notwithstanding any such judgment, jointly and severally
agree to indemnify such Entitled Person against, and to pay such
Entitled Person on demand, in the Specified Currency, the amount (if
any) by which the sum originally due to such Entitled Person in the
Specified Currency hereunder exceeds the amount of the Specified
Currency so purchased and transferred.

                             ARTICLE IX

                              GUARANTEE

          SECTION 9.01.  The Guarantee.  The Company hereby
                         -------------
guarantees to each Lender and the Administrative Agent and their
respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the
principal of and interest on the Advances made by the Lenders to each
Designated Borrower and all other amounts from time to time owing to the
Lenders or the Administrative Agent by any Designated Borrower under
this Agreement and by the Company under any of the other Notes, in each
case strictly in accordance with the terms thereof (such obligations
being herein collectively called the "Guaranteed Obligations").  The
                                      ----------------------
Company hereby further agrees that if any Designated Borrower shall fail
to pay in full when due (whether at stated maturity, by acceleration or
otherwise) any of the Guaranteed Obligations owing by such Designated
Borrower, the Company will promptly pay the same, without any demand or
notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will
be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such
extension or renewal.

          SECTION 9.02.  Obligations Unconditional.  The obligations
                         -------------------------
of the Company under Section 9.01 are irrevocable, absolute and
unconditional irrespective of the value, genuineness, validity,
regularity or enforceability of the obligations of any of the Designated
Borrowers under this Agreement or any other agreement or instrument
referred to herein, or any substitution, release or exchange of any
other guarantee of or security for any of the Guaranteed Obligations,
and, to the fullest extent permitted


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -56-

by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor, it being the intent of this Article IX
that the obligations of the Company hereunder shall be absolute and
unconditional under any and all circumstances.  Without limiting the
generality of the foregoing, it is agreed that the occurrence of any one
or more of the following shall not alter or impair the liability of the
Company hereunder, which shall remain absolute and unconditional as
described above:

          (i)  at any time or from time to time, without notice to the
     Company, the time for any performance of or compliance with any of
     the Guaranteed Obligations shall be extended, or such performance
     or compliance shall be waived;

          (ii)  any of the acts mentioned in any of the provisions of
     this Agreement or any other agreement or instrument referred to
     herein shall be done or omitted;

          (iii)  the maturity of any of the Guaranteed Obligations
     shall be accelerated, or any of the Guaranteed Obligations shall
     be modified, supplemented or amended in any respect, or any right
     under this Agreement or any other agreement or instrument referred
     to herein  shall be waived or any other guarantee of any of the
     Guaranteed Obligations or any security therefor shall be released
     or exchanged in whole or in part or otherwise dealt with; or

          (iv)  any lien or security interest granted to, or in favor
     of, the Administrative Agent or any Lender or Lenders as security
     for any of the Guaranteed Obligations shall fail to be perfected.

The Company hereby expressly waives diligence, presentment, demand of
payment, protest and all notices whatsoever, and any requirement that
the Administrative Agent or any Lender exhaust any right, power or
remedy or proceed against any of the Designated Borrowers under this
Agreement or any other agreement or instrument referred to herein, or
against any other Person under any other guarantee of, or security for,
any of the Guaranteed Obligations.

          SECTION 9.03.  Reinstatement.  The obligations of the
                         -------------
Company under this Article IX shall be automatically reinstated if and
to the extent that for any reason any payment by or on behalf of any of
the Designated Borrowers in respect of the Guaranteed Obligations is
rescinded or must be otherwise restored by any holder of any of the
Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Company agrees that
it will indemnify the Administrative Agent and each Lender on demand for
all reasonable costs and expenses (including fees of counsel) incurred
by the Administrative Agent or such Lender in connection with such
rescission or restoration, including any such costs and expenses
incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

          SECTION 9.04.  Subrogation.  The Company hereby agrees
                         -----------
that until the payment and satisfaction in full of all Guaranteed
Obligations and the expiration and termination of the Commitments of the
Lenders under this Agreement it shall not exercise any right or remedy
arising by reason of any performance by it of its guarantee in
Section 9.01, whether by subrogation or otherwise, against any
Designated Borrower or any other guarantor of any of the Guaranteed
Obligations or any security for any of the Guaranteed Obligations.

          SECTION 9.05.  Remedies.  The Company agrees that, as
                         --------
between the Company and the Lenders, the obligations of the Designated
Borrowers under this Agreement may be declared to be forthwith due and
payable as provided in Article VI (and shall be deemed to have become
automatically due and payable in the circumstances provided in
Article VI) for purposes of Section 9.01


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -57-

notwithstanding any stay, injunction or other prohibition preventing
such declaration (or such obligations from becoming automatically due
and payable) as against any of the Designated Borrowers and that, in the
event of such declaration (or such obligations being deemed to have
become automatically due and payable), such obligations (whether or not
due and payable by such Designated Borrower) shall forthwith become due
and payable by the Company for purposes of Section 9.01.

          SECTION 9.06.  Instrument for the Payment of Money.  The
                         -----------------------------------
Company hereby acknowledges that the guarantee in this Article IX
constitutes an instrument for the payment of money, and consents and
agrees that any Lender or the Administrative Agent, at its sole option,
in the event of a dispute by the Company in the payment of any moneys
due hereunder, shall have the right to bring motion-action under New
York CPLR Section 3213.

          SECTION 9.07.  Continuing Guarantee.  The guarantee in
                         --------------------
this Article IX is a continuing guarantee of payment (and not of
collection), and shall apply to all Guaranteed Obligations whenever
arising.

              [remainder of page intentionally blank]




                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

<PAGE>
<PAGE>
                                -58-

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                    SOLUTIA INC.



                                    By  /s/ R.L. Bishop
                                      -------------------------------
                                      Name:  R.L. Bishop
                                      Title: Vice President & Treasurer


                                    CITIBANK, N.A.,
                                    as Administrative Agent



                                    By  /s/ Eileen G. Ogimachi
                                      -------------------------------
                                      Name:   Eileen G. Ogimachi
                                      Title:  Attorney-in-Fact


                                    BANK OF AMERICA, N.A.,
                                    as Syndication Agent



                                    By  /s/ David Noda
                                      -------------------------------
                                      Name:  David Noda
                                      Title: Managing Director



                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -59-

Commitment                          INITIAL LENDERS
----------                          ---------------

$78,333,333.31                      CITIBANK, N.A.



                                    By  /s/ Eileen G. Ogimachi
                                      ---------------------------------
                                      Name:   Eileen G. Ogimachi
                                      Title:  Attorney-in-Fact


$125,000,000.00                     BANK OF AMERICA, N.A.



                                    By  /s/ David Noda
                                      ---------------------------------
                                      Name:  David Noda
                                      Title: Managing Director


$46,666,666.67                      THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                     CHICAGO BRANCH



                                    By  /s/ Hisashi Miyashiro
                                      ---------------------------------
                                      Name:   Hisashi Miyashiro
                                      Title:  Deputy General Manager


$46,666,666.67                      THE CHASE MANHATTAN BANK



                                    By  /s/ Lawrence Palumbo, Jr.
                                      ---------------------------------
                                      Name:  Lawrence Palumbo, Jr.
                                      Title: Vice President


$46,666,666.67                      KBC BANK N.V.



                                    By  /s/ Robert Snauffer
                                      ---------------------------------
                                      Name:  Robert Snauffer
                                      Title: First Vice President

                                    By  /s/ Raymond F. Murray
                                      ---------------------------------
                                      Name:  Raymond F. Murray
                                      Title: First Vice President

                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -60-

$46,666,666.67                      MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK



                                    By  /s/ Dennis Wilczek
                                      ---------------------------
                                      Name:  Dennis Wilczek
                                      Title: Associate


$46,666,666.67                      THE NORTHERN TRUST COMPANY



                                    By  /s/ Lisa M. Taylor
                                      ---------------------------
                                      Name:  Lisa M. Taylor
                                      Title: Second Vice President


$46,666,666.67                      ROYAL BANK OF CANADA



                                    By  /s/ D. S. Bryson
                                      ---------------------------
                                      Name:  D. S. Bryson
                                      Title: Senior Manager


$46,666,666.67                      WACHOVIA BANK, N.A.



                                    By  /s/ Walter R. Gilikin
                                      ---------------------------
                                      Name:  Walter R. Gilikin
                                      Title: Senior Vice President


$30,000,000.00                      BANKBOSTON, N.A.



                                    By  /s/ Esteban Arrondo
                                      ---------------------------
                                      Name:  Esteban Arrondo
                                      Title: Vice President


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                -61-

$30,000,000.00                      BANK ONE, N.A.



                                    By  /s/ William J. Oleferchik
                                      -------------------------------
                                      Name:  William J. Oleferchik
                                      Title: Vice President


$30,000,000.00                      COMMERZBANK AKTIENGESELLSCHAST
                                     NEW YORK AND GRAND CAYMAN BRANCH




                                    By  /s/ Mark Monson
                                      -------------------------------
                                      Name:  Mark Monson
                                      Title: Vice President

                                    By  /s/ Albert Morrow
                                      -------------------------------
                                      Name:  Albert Morrow
                                      Title: Assistant Treasurer

$30,000,000.00                      CREDIT AGRICOLE INDOSUEZ



                                    By  /s/ Paul A. Dytrych
                                      -------------------------------
                                      Name:  Paul A. Dytrych
                                      Title: Vice President - Senior
                                             Relationship Manager


                                    By  /s/ Larry Materi
                                      -------------------------------
                                      Name:  Larry Materi
                                      Title: Vice President


$30,000,000.00                      HSBC BANK USA


                                    By  /s/ Christopher M. Samms
                                      -------------------------------
                                      Name:   Christopher M. Samms
                                      Title:  Vice President - Officer
                                              #9426


$30,000,000.00                      MELLON BANK, N.A.

                                    By  /s/ Jeffrey R. Dickson
                                      -------------------------------
                                      Name:  Jeffrey R. Dickson
                                      Title: Vice President


                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>
                                   -62-

$30,000,000.00                      MERCANTILE BANK NATIONAL ASSOCIATION



                                    By  /s/ Gregory L. Dryden
                                      ----------------------------------
                                      Name:  Gregory L. Dryden
                                      Title: Vice President


$30,000,000.00                      SOCIETE GENERALE




                                    By  /s/ Steven R. Fercho
                                      ----------------------------------
                                      Name:  Steven R. Fercho
                                      Title: Director


$30,000,000.00                      THE SUMITOMO BANK, LIMITED



                                    By  /s/ John H. Kemper
                                      ----------------------------------
                                      Name:  John. H. Kemper
                                      Title: Senior Vice President


$800,000,000.00                     Total of Commitments
===============




                    AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT


<PAGE>
<PAGE>


                                             SCHEDULE 1

                          Existing Liens
                          --------------

          By a Deed of Trust and Security Agreement dated as of
August 26, 1999 and a Funding, Mortgage and Lease Agreement of the same
date, made by Solutia Inc., Solutia granted a lien upon and security
interest in Solutia rights as lessee in and against an office building
(which is Solutia's new headquarters) consisting of approximately
270,000 square feet and other fixtures and improvements located on the
site at 575 Maryville Centre, St. Louis County, Missouri.  This is a
synthetic lease with State Street Bank and Trust of Missouri NA as
lessor and Solutia as Lessee.




<PAGE>
<PAGE>
                                             SCHEDULE 2A

                           Pricing Grid
                           ------------

          "Applicable Margin" means, for any A Advance (whether
           -----------------
denominated in Dollars or Euros) that is a Eurocurrency Rate Advance for
any period during which the Rated Securities are within any Rating Level
set forth below, the rate set forth below opposite the reference to such
Rating Level:

             Rating Level               Applicable Margin (p.a.)
             ------------               ------------------------

            Rating Level 1                      0.135%
            Rating Level 2                      0.150%
            Rating Level 3                      0.165%
            Rating Level 4                      0.220%
            Rating Level 5                      0.225%
            Rating Level 6                      0.225%;

provided that, if the ratings of the Rated Securities established by S&P
and Moody's shall fall within different Rating Levels, the Applicable
Margin shall be determined by reference to the higher of the two Rating
Levels (except that, if the lower such Rating Level is more than one
Rating Level below the higher such Rating Level, the Applicable Margin
shall be determined by reference to the Rating Level that is one Rating
Level higher than the lower such Rating Level).  Each change in the
Applicable Margin resulting from a Rating Level Change shall be
effective on the effective date of such Rating Level Change.

          "Facility Fee Rate" means, for any period during which the
           -----------------
Rated Securities are within any Rating Level set forth below, the rate
set forth below opposite the reference to such Rating Level:

             Rating Level               Facility Fee Rate (p.a.)
             ------------               ------------------------

            Rating Level 1                      0.065%
            Rating Level 2                      0.075%
            Rating Level 3                      0.085%
            Rating Level 4                      0.105%
            Rating Level 5                      0.125%
            Rating Level 6                      0.175%;

provided that, if the ratings of the Rated Securities established by S&P
and Moody's shall fall within different Rating Levels, the Facility Fee
Rate shall be determined by reference to the higher of the two Rating
Levels (except that, if the lower such Rating Level is more than one
Rating Level below the higher such Rating Level, the Facility Fee Rate
shall be determined by reference to the Rating Level that is one Rating
Level higher than the lower such Rating Level).  Each change in the
Facility Fee Rate resulting from a Rating Level Change shall be
effective on the effective date of such Rating Level Change.




<PAGE>
<PAGE>
                                                           SCHEDULE 2B



<TABLE>

                                                          SOLUTIA INC.<F1>
                                            $800MM 5 YEAR REVOLVING CREDIT FACILITY
                                                           PRICING GRID
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                LEVEL 1             LEVEL 2            LEVEL 3             LEVEL 4            LEVEL 5             LEVEL 6

<S>             <C>                 <C>                <C>                 <C>                <C>                 <C>
BASIS FOR       Long Term Senior    Long Term Senior   Long Term Senior    Long Term Senior   Long Term Senior    Long Term Senior
PRICING<F2>     Unsecured Debt      Unsecured Debt     Unsecured Debt      Unsecured Debt     Unsecured Debt      Unsecured Debt
                Rated At Least A    Rated Less Than    Rated Less Than     Rated Less Than    Rated Less Than     Rated Lower Than
                By Standard &       Level 1 But At     Level 2 But At      Level 3 But At     Level 4 But At      Level 5 Or Not
                Poor's or A2        Least A- By        Least BBB+ By       Least BBB By       Least BBB- By       Rated.
                       --
                By  Moody's         Standard & Poor's  Standard & Poor's   Standard & Poor's  Standard & Poor's
                                    or A3 By           or Baa1 By          or Baa2 By         or Baa3 By
                                    --                 --                  --                 --
                                    Moody's            Moody's             Moody's            Moody's
-----------------------------------------------------------------------------------------------------------------------------------
FACILITY FEE        6.5 bps             7.5 bps            8.5 bps            10.5 bps           12.5 bps            17.5 bps

-----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE         13.5 bps            15.0 bps           16.5 bps            22.0 bps           22.5 bps            22.5 bps
MARGIN
-----------------------------------------------------------------------------------------------------------------------------------
DRAWN COST<F3>  LIBOR + 20.0 bps    LIBOR + 22.5 bps   LIBOR + 25.0 bps    LIBOR + 32.5 bps   LIBOR + 35.0 bps    LIBOR + 40.0 bps

-----------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> This pricing grid is intended to be a summary of the Applicable Margin, Facility Fee Rate and Rating Level definitions in the
     Credit Agreement.  In the event of any inconsistency between this pricing grid and the actual terms of the Credit Agreement
     (including the definitions set forth on Schedule 2A), the terms of the Credit Agreement shall control and govern.

<F2> If Solutia Inc. is split-rated and the ratings fall in different Rating Levels, the higher of the two Rating Levels will apply
     (except that, if the lower such Rating Level is more than one Rating Level below the higher such Rating Level, the Rating
     Level that is one Rating Level higher than the lower such Rating Level will apply).

<F3> Facility Fee plus Applicable Margin.
</TABLE>


<PAGE>
<PAGE>
                                                            EXHIBIT A-1

                          [Form of A Note]

U.S. $___________                                    Dated:  __________

          FOR VALUE RECEIVED, the undersigned, [insert name of
Borrower], a [insert type of entity] organized under the laws of [insert
jurisdiction]<F1> (the "Borrower"), HEREBY PROMISES TO PAY to the
                        --------
order of __________ (the "Lender") for the account of its Applicable
                          ------
Lending Office the principal sum of [INSERT DOLLARS AND CENTS IN WORDS]
(or, to the extent of any A Advances that are denominated in Euros, the
aggregate principal amount thereof in such Currency) or such lesser
amount as shall equal the aggregate unpaid principal amount of the A
Advances made by the Lender to the Borrower under the Credit Agreement,
in immediately available funds, on the dates, in such Currency and in
the principal amounts provided in the Credit Agreement referred to
below.  Terms used in this Note and not otherwise defined have the
meanings assigned to them in the Credit Agreement referred to below.

          The Borrower promises to pay interest on the unpaid
principal amount of each A Advance made to the Borrower from the date of
such A Advance until such principal amount is paid in full, at such
interest rates, in such Currency, and payable at such times, as are
specified in the Credit Agreement.

          Both principal and interest of each A Advance are payable in
the Currency in which such A Advance is denominated to Citibank, N.A.
("Citibank"), as Administrative Agent, at the Administrative Agent's
  --------
Account, in same day funds.  Each A Advance made by the Lender to the
Borrower pursuant to the Credit Agreement, and all payments made on
account of principal thereof, shall be recorded by the Lender and, prior
to any transfer hereof, endorsed on the grid attached hereto which is
part of this Note; provided that the failure of the Lender to make any
such recordation or endorsement shall not affect the obligations of the
Borrower hereunder or under the Credit Agreement.

          This Note is one of the A Notes referred to in, and is
entitled to the benefits of, the Amended and Restated Five Year Credit
Agreement dated as of November 23, 1999 (as from time to time amended,
the "Credit Agreement") among Solutia Inc. (the "Company"), the
     ----------------                            -------
Lender and certain other lenders parties thereto, Bank of America, N.A.,
as Syndication Agent, and Citibank, as Administrative Agent for the
Lender and such other lenders.  The Credit Agreement, among other
things, (i) provides for the making of advances (the "A Advances") by
                                                      ----------
the Lender to the Borrower from time to time in Dollars and Euros in an
aggregate amount not to exceed at any time outstanding the U.S. dollar
amount (or Dollar Equivalent) first above mentioned, the indebtedness of
the Borrower resulting from each such A Advance being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.

          [Pursuant to Article IX of the Credit Agreement, this Note
is absolutely and unconditionally guaranteed by the Company.]<F2>

          The Borrower hereby waives presentment, demand, protest and
notice of any kind.  No failure to exercise, and no delay in exercising,
any rights hereunder on the part of the holder hereof shall operate as a
waiver of such rights.

[FN]
------------------------
<F1> For A Notes for the Company as Borrower, insert "SOLUTIA INC., a
     corporation organized under the laws of the State of Delaware".  For A
     Notes for a Designated Borrower as Borrower, insert analogous
     information.

<F2> Include in Notes of Designated Borrowers.



<PAGE>
<PAGE>
                                -2-

          This Note shall be governed by, and construed in accordance
with, the law of the State of New York, United States.

                              [NAME OF BORROWER]



                              By
                                --------------------------------
                                Name:
                                Title:




<PAGE>
<PAGE>
<TABLE>
                                                ADVANCES AND PAYMENTS OF PRINCIPAL

=============================================================================================================================
<CAPTION>
                                                                            AMOUNT OF
                                                                            PRINCIPAL           UNPAID
                AMOUNT OF           CURRENCY OF          MATURITY OF         PAID OR          PRINCIPAL           NOTATION
DATE            A ADVANCE            A ADVANCE            A ADVANCE          PREPAID           BALANCE            MADE BY
-----------------------------------------------------------------------------------------------------------------------------
<S>             <C>                 <C>                  <C>                <C>               <C>                 <C>

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

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=============================================================================================================================
</TABLE>
<PAGE>
<PAGE>
                                                            EXHIBIT A-2

                          [Form of B Note]



[U.S.$] [EUROS]                                        Dated:
               -----------                                   ----------

          FOR VALUE RECEIVED, the undersigned, [insert name of
Borrower], a [insert type of entity] organized under the laws of [insert
jurisdiction]<F3> (the "Borrower"), HEREBY PROMISES TO PAY to the
                        --------
order of            (the "Lender") for the account of its Applicable
         ----------       ------
Lending Office the principal sum of [INSERT DOLLARS AND CENTS (OR EUROS)
IN WORDS] on [           ,     ].  Terms used in this Note and not
              -------- --  ----
otherwise defined have the meanings assigned to them in the Credit
Agreement referred to below.

          The Borrower promises to pay interest on the unpaid
principal amount hereof from the date hereof until such principal amount
is paid in full, in the Currency, at the interest rate and payable on
the interest payment date or dates provided below:

      Currency:                     [Dollars][Euros]

      Interest Rate:                      % per annum (calculated
                                    -----
                                    on the basis of a year of
                                          days for the actual
                                    -----
                                    number of days elapsed).

Interest Payment Date or Dates:
                                    ----------------------------------

          Both principal and interest are payable in [Dollars] [Euros]
to Citibank, N.A. ("Citibank"), as Administrative Agent, at the
                    --------
Administrative Agent's Account, in same day funds, free and clear of and
without any deduction, with respect to the payee named above, for any
and all present and future taxes, deductions, charges or withholdings,
and all liabilities with respect thereto, as set forth in the Credit
Agreement.

          This Note is one of the B Notes referred to in, and is
entitled to the benefits of, the Amended and Restated Five Year Credit
Agreement dated as of November 23, 1999 (as from time to time amended,
the "Credit Agreement") among Solutia Inc. (the "Company"), the
     ----------------                            -------
Lender and certain other lenders parties thereto, Bank of America, N.A.,
as Syndication Agent, and Citibank, as Administrative Agent for the
Lender and such other lenders.  The Credit Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events.

          [Pursuant to Article IX of the Credit Agreement, this Note
is absolutely and unconditionally guaranteed by the Company.]<F4>

          The Borrower hereby waives presentment, demand, protest and
notice of any kind.  No failure to exercise, and no delay in exercising,
any rights hereunder on the part of the holder hereof shall operate as a
waiver of such rights.

[FN]
------------------------
<F3> For A Notes for the Company as Borrower, insert "SOLUTIA
     INC., a corporation organized under the laws of the State of
     Delaware".  For A Notes for a Designated Borrower as Borrower,
     insert analogous information.

<F4> Include in Notes of Designated Borrowers.



<PAGE>
<PAGE>
                                -2-

          This Note shall be governed by, and construed in accordance
with, the law of the State of New York, United States.

                                    [NAME OF BORROWER]


                                    By
                                      ---------------------------

                                      Name:
                                      Title:






<PAGE>
<PAGE>
                                                EXHIBIT B-1

                  [Form of Notice of A Borrowing]

                               [Date]

Citibank, N.A., as Administrative
  Agent for the Lenders parties
  to the Credit Agreement
  referred to below
2 Penns Way
New Castle, Delaware  19720

Attention:  Anne Hieronimus

Ladies and Gentlemen:

          The undersigned, Solutia Inc., refers to the Amended and
Restated Five Year Credit Agreement dated as of November 23, 1999 (as
amended from time to time, the "Credit Agreement", the terms defined
                                ----------------
therein being used herein as therein defined), among the undersigned,
certain Lenders parties thereto, Bank of America, N.A., as Syndication
Agent, and Citibank, N.A., as Administrative Agent for said Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 2.02 of the
Credit Agreement that the undersigned hereby requests an A Borrowing
(the "Proposed A Borrowing") under the Credit Agreement, and in that
      --------------------
connection sets forth below the information relating to the Proposed A
Borrowing as required by Section 2.02(a) of the Credit Agreement:

          (1)  The Business Day of the Proposed A Borrowing is
                       ,     .
               --------  ----

          (2)  The Type of Advances comprising the Proposed A
               Borrowing is [Base Rate Advances] [Eurocurrency Rate
               Advances].

          (3)  The Currency of the Proposed A Borrowing is
               [Dollars][Euros].

          (4)  The aggregate amount of the Proposed A Borrowing is
               [U.S. $] [Euros]          .
                               ----------

          (5)  The initial Interest Period for each Eurocurrency Rate
               Advance made as part of the Proposed A Borrowing is
               [  ] month[s].<F5>
                --

          (6)  the Borrower of the A Advances to be made as part of
               the Proposed A Borrowing is [the Company][the
               following Designated Borrower:                  ].
                                             ------------------

          The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of
the Proposed A Borrowing:

          (A)  the representations and warranties contained in Section
     4.01 of the Credit Agreement (except the Excluded Representations)
     are correct, before and after giving effect to the Proposed A
     Borrowing and to the application of the proceeds therefrom, as
     though made on and as of such date; and

[FN]
------------------------
<F5> Include in borrowing notices relating to Eurocurrency Rate
     Advances.




<PAGE>
<PAGE>
                                -2-

          (B)  no event has occurred and is continuing, or would
          result from such Proposed A Borrowing or from the application of
     the proceeds therefrom, that constitutes a Default.

                              Very truly yours,

                              SOLUTIA INC. [on behalf of the Designated
                                Borrower referred to above]<F6>



                              By
                                --------------------------------
                                Name:
                                Title:



[FN]
------------------------
<F6> Insert if applicable.



<PAGE>
<PAGE>
                                                            EXHIBIT B-2

                  [Form of Notice of B Borrowing]

                               [Date]

Citibank, N.A., as Administrative
  Agent for the Lenders parties
  to the Credit Agreement
  referred to below
2 Penns Way
New Castle, Delaware  19720

Attention:  Anne Hieronimus

Ladies and Gentlemen:

          The undersigned, Solutia Inc., refers to the Amended and
Restated Five Year Credit Agreement dated as of November 23, 1999 (as
amended from time to time, the "Credit Agreement", the terms defined
                                ----------------
therein being used herein as therein defined), among the undersigned,
certain Lenders parties thereto, Bank of America, N.A., as Syndication
Agent, and Citibank, N.A., as Administrative Agent for said Lenders, and
hereby gives you notice, irrevocably pursuant to Section 2.03 of the
Credit Agreement that the undersigned hereby requests a B Borrowing (the
"Proposed B Borrowing") under the Credit Agreement, and in that
 --------------------
connection sets forth the terms on which the Proposed B Borrowing is
requested to be made:

          (1)  Date of B Borrowing:
                                              -----------------------

          (2)  Amount of B Borrowing:
                                              -----------------------

          (3)  Currency of B Borrowing:       [Dollars][Euros]

          (4)  Maturity Date of B Borrowing:                         <F7>
                                              -----------------------

          (5)  Interest Rate Basis:
                                              -----------------------

          (6)  Interest Payment Date(s)
                                              -----------------------

          (7)  Type of B Borrowing:           [Fixed Rate Advance][Floating
                                              Rate Advance]

          (8)  Name of Borrower:              [the Company][The following
                                              Designated Borrower:
                                                           ]
                                              -------------

          (9)  Other Terms:
                                              -----------------------------

                                              -----------------------------

          The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of
the Proposed B Borrowing:

[FN]
------------------------
<F7> Maturity date may not be earlier than the date occurring thirty
     days after the date of the Proposed B Borrowing or later than the
     Commitment Termination Date.



<PAGE>
<PAGE>
                                -2-

          (a)   the representations and warranties contained in
     Section 4.01 of the Credit Agreement (except the Excluded
     Representations) are correct, before and after giving effect to
     the Proposed B Borrowing and to the application of the proceeds
     therefrom, as though made on and as of such date;

          (b)   no event has occurred and is continuing, or would
     result from the Proposed B Borrowing or from the application of
     the proceeds therefrom, that constitutes a Default; and

          (c)   in compliance with Section 2.03(a) of the Credit
     Agreement, the aggregate amount of the Proposed B Borrowing in
     Dollars or in Euros and all other Borrowings to be made on the
     same day under the Credit Agreement is within the aggregate amount
     of the unused Commitments of the Lenders.

          The undersigned hereby confirms that the Proposed B
Borrowing is to be made available to it in accordance with Section
2.03(a)(v) of the Credit Agreement.

                              Very truly yours,

                              SOLUTIA INC. [on behalf of the Designated
                                Borrower referred to above]<F8>


                              By
                                --------------------------------
                                Name:
                                Title:


[FN]
------------------------
<F8> Insert if applicable.



<PAGE>
<PAGE>
                                                           EXHIBIT C-1

                [Form of Assignment and Acceptance]


          Reference is made to the Amended and Restated Five Year
Credit Agreement dated as of November 23, 1999 (as amended from time to
time, the "Credit Agreement") among Solutia Inc., a Delaware
           ----------------
corporation (the "Company"), the Lenders (as defined in the Credit
                  -------
Agreement), Bank of America, N.A., as Syndication Agent, and Citibank,
N.A., as administrative agent for the Lenders (the "Administrative
                                                    --------------
Agent").  Terms defined in the Credit Agreement are used herein with
-----
the same meaning unless otherwise defined herein.

          The "Assignor" and the "Assignee" referred to on Schedule 1
hereto agree as follows:

          1.  The Assignor hereby sells and assigns to the Assignee,
     and the Assignee hereby purchases and assumes from the Assignor,
     an interest in and to the Assignor's rights and obligations under
     the Credit Agreement as of the date hereof (other than in respect
     of B Advances and B Notes) equal to the percentage interest
     specified on Schedule 1 hereto of all outstanding rights and
     obligations of the Assignor under the Credit Agreement (other than
     in respect of B Advances and B Notes) including, without
     limitation, such interest in the Assignor's Commitment, the A
     Advances owing to the Assignor and any A Notes held by the
     Assignor.  After giving effect to such sale and assignment, the
     Assignee's Commitment and the amount of the A Advances owing to
     the Assignee will be as set forth on Schedule 1 hereto.

          2.  The Assignor (i) represents and warrants that it is the
     legal and beneficial owner of the interest being assigned by it
     hereunder and that such interest is free and clear of any adverse
     claim; (ii) makes no representation or warranty and assumes no
     responsibility with respect to any statements, warranties or
     representations made in or in connection with the Credit Agreement
     or the execution, legality, validity, enforceability, genuineness,
     sufficiency or value of the Credit Agreement or any other
     instrument or document furnished pursuant thereto; (iii) makes no
     representation or warranty and assumes no responsibility with
     respect to the financial condition of the Company (or any other
     Borrower) or the performance or observance by the Company (or any
     other Borrower) of any of its obligations under the Credit
     Agreement or any other instrument or document furnished pursuant
     thereto; [and] (iv) represents and warrants that the assignment
     being made hereby shall not require registration, qualification or
     any filings to be made under the securities laws of the United
     States of America, of any state or of any country; [and (v)
     attaches the A Note of each Borrower held by the Assignor and
     requests that the Administrative Agent exchange such A Notes for
     new A Notes payable by the respective Borrowers to the order of
     the Assignor in an amount equal to the Commitment retained by the
     Assignor under the Credit Agreement, as specified on Schedule 1
     hereto].<F9>

          3.  The Assignee (i) confirms that it has received a copy of
     the Credit Agreement, together with copies of the financial
     statements referred to in Section 4.01 thereof and such other
     documents and information as it has deemed appropriate to make its
     own credit analysis and decision to enter into this Assignment and
     Acceptance; (ii) agrees that it will, independently and without
     reliance upon the Administrative Agent, the Syndication Agent, the
     Assignor or any other Lender and based on such documents and
     information as it shall deem appropriate at the time, continue to
     make its own credit decisions in taking or not taking action under
     the Credit Agreement; (iii) confirms that it is an Eligible
     Assignee; (iv) appoints and authorizes the

[FN]
------------------------
<F9> Include bracketed text if the Assignor is retaining a Commitment
     under the Credit Agreement and holds A Notes executed pursuant to
     a request made by such Assignor under Section 2.06(c) of the
     Credit Agreement.




<PAGE>
<PAGE>
                              -2-

     Administrative Agent to take such action as agent on its behalf
     and to exercise such powers and discretion under the Credit
     Agreement as are delegated to the Administrative Agent by the
     terms thereof, together with such powers and discretion as are
     reasonably incidental thereto; (v) agrees that it will perform in
     accordance with their terms all of the obligations that by the
     terms of the Credit Agreement are required to be performed by it
     as a Lender; [and] (vi) attaches any U.S. Internal Revenue Service
     forms required under Section 2.15 of the Credit Agreement; [and
     (vi) requests, in accordance with Section 2.06(c) of the Credit
     Agreement, that its A Advances to each Borrower be evidenced by an
     A Note payable by such Borrower to the order of the Assignee in an
     amount equal to the Commitment assumed by it, as specified on
     Schedule 1 hereto]<F10>.

          4.  Following the execution of this Assignment and
     Acceptance, it will be delivered to the Administrative Agent for
     acceptance and recording by the Administrative Agent.  The
     effective date for this Assignment and Acceptance (the "Effective
                                                             ---------
     Date") shall be the date of acceptance hereof by the
     ----
     Administrative Agent, unless otherwise specified on Schedule 1
     hereto.

          5.  Upon such acceptance and recording by the Administrative
     Agent, as of the Effective Date, (i) the Assignee shall be a party
     to the Credit Agreement and, to the extent provided in this
     Assignment and Acceptance, have the rights and obligations of a
     Lender thereunder and (ii) the Assignor shall, to the extent
     provided in this Assignment and Acceptance, relinquish its rights
     and be released from its obligations under the Credit Agreement.

          6.  Upon such acceptance and recording by the Administrative
     Agent, from and after the Effective Date, the Administrative Agent
     shall make all payments under the Credit Agreement and the A Notes
     in respect of the interest assigned hereby (including, without
     limitation, all payments of principal, interest and Facility Fees
     with respect thereto) to the Assignee.  The Assignor and Assignee
     shall make all appropriate adjustments in payments under the
     Credit Agreement and the A Notes for periods prior to the
     Effective Date directly between themselves.

          7.  This Assignment and Acceptance shall be governed by, and
     construed in accordance with, the law of the State of New York.

          8.  This Assignment and Acceptance may be executed in any
     number of counterparts and by different parties hereto in separate
     counterparts, each of which when so executed shall be deemed to be
     an original and all of which taken together shall constitute one
     and the same agreement.  Delivery of an executed counterpart of
     Schedule 1 to this Assignment and Acceptance by telecopier shall
     be effective as delivery of a manually executed counterpart of
     this Assignment and Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have
caused Schedule 1 to this Assignment and Acceptance to be executed by
their officers thereunto duly authorized as of the date specified
thereon.

[FN]
------------------------
<F10> Include bracketed text if the Assignee requests that its A
      Advances be evidenced by promissory notes in accordance with
      Section 2.06(c) of the Credit Agreement.



<PAGE>
<PAGE>


                             Schedule 1
                                 to
                     Assignment and Acceptance

Percentage interest assigned:                                       %
                                                             -------

Assignee's Commitment:                                  $
                                                         ------------

Aggregate outstanding principal
  amount of A Advances assigned:                        $
                                                         ------------
                                                and Euros
                                                         ------------
Principal amount of A Note of each
  Borrower payable to Assignee:                         $
                                                         ------------

Principal amount of A Note of each
  Borrower payable to Assignor:                         $
                                                         ------------

Effective Date<F*> (if other than date of
 acceptance by the Administrative Agent):                     ,
                                                  ------------  ----


Dated:               ,                 [NAME OF ASSIGNOR], as Assignor
        -------------  ----



                                       By
                                         ------------------------------
                                         Name:
                                         Title:


Dated:               ,
      ---------------  ----
                                       [NAME OF ASSIGNEE], as Assignee



                                       By
                                         ------------------------------
                                         Name:
                                         Title:

                                       Domestic Lending Office:     [Address]

                                       Eurocurrency Lending Office: [Address]
[FN]
------------------------
<F*> This date should be no earlier than five Business Days after the
     delivery of this Assignment and Acceptance to the Administrative
     Agent.



<PAGE>
<PAGE>
                                -2-

Accepted <F**>[and consented to] this
   day of       , 19
--        ------    --

CITIBANK, N.A., as Administrative Agent


By
  -----------------------------------------
  Name:
  Title

<F**>[Consented to:

BANK OF AMERICA, N.A., as Syndication Agent


By
  -----------------------------------------
  Name:
  Title:]

<F**>[Consented to this    day
                        --
of           ,
   ----------  ----

SOLUTIA INC., on its own behalf and on
  behalf of each of the Designated Borrowers


By
  -----------------------------------------
  Name:
  Title:]

[FN]
------
<F**> Required if the assignment is other than to an Affiliate of the
      Assignor or pursuant to the terms of Section 8.07(g) of the Credit
      Agreement.



<PAGE>
<PAGE>
                                                EXHIBIT C-2

            [Form of Assumption and Acceptance]


                 Dated               ,
                       --------------  ----

Solutia Inc.

Citibank, N.A., as
  Administrative Agent for
  the Lenders parties
  to the Credit Agreement
  referred to below
2 Penns Way
New Castle, Delaware  19720

Attention:  Anne Hieronimus

Ladies and Gentlemen:

          Reference is made to the Amended and Restated Five Year
Credit Agreement dated as of November 23, 1999 (as amended from time to
time, the "Credit Agreement") among Solutia Inc., a Delaware
           ----------------
corporation (the "Company"), the Lenders (as defined in the Credit
                  -------
Agreement), Bank of America, N.A., as Syndication Agent, and Citibank,
N.A., as administrative agent for the Lenders (the "Administrative
                                                    --------------
Agent").  Terms defined in the Credit Agreement are used herein with
-----
the same meaning unless otherwise defined herein.

          1.  [INSERT NAME OF ADDITIONAL COMMITMENT LENDER OR ASSUMING
     LENDER] (the "[Additional Commitment]/[Assuming] Lender") agrees
                    ----------------------------------------
     to become a party to the Credit Agreement and to have the rights
     and perform the obligations of a Lender under the Credit
     Agreement, and to be bound in all respects by the terms of the
     Credit Agreement.

          2.  The [Additional Commitment]/[Assuming] Lender hereby
     agrees to a Commitment of [INSERT AMOUNT OF PROPOSED COMMITMENT]
     (the "Proposed Commitment").
           -------------------

          3.  The [Additional Commitment]/[Assuming] Lender (i) agrees
     that no Lender has made any representation or warranty, or assumes
     any responsibility with respect to, (x) any statements, warranties
     or representations made in or in connection with the Credit
     Agreement or the execution, legality, validity, enforceability,
     genuineness, sufficiency or value of the Credit Agreement or any
     other instrument or document furnished pursuant thereto or (y) the
     financial condition of the Company (or any other Borrower) or the
     performance or observance by the Company (or any other Borrower)
     of any of its obligations under the Credit Agreement or any other
     instrument or document furnished pursuant thereto; (ii) confirms
     that it has received a copy of the Credit Agreement, together with
     copies of the financial statements referred to in Section 4.01
     thereof and such other documents and information as it has deemed
     appropriate to make its own credit analysis and decision to enter
     into this Assumption and Acceptance; (iii) agrees that it will,
     independently and without reliance upon the Administrative Agent,
     the Syndication Agent or any other Lender and based on such
     documents and information as it shall deem appropriate at the
     time, continue to make its own credit decisions in taking or not
     taking action under the Credit Agreement; (iv) confirms that it is
     an Eligible Assignee; (v) appoints and authorizes the Administrative
     Agent to take such action as agent on its behalf and to exercise
     such powers and




<PAGE>
<PAGE>

                                -2-

     discretion under the Credit Agreement as are delegated to the
     Administrative Agent by the terms thereof, together with such
     powers and discretion as are reasonably incidental thereto; (vi)
     agrees that it will perform in accordance with their terms all of
     the obligations that by the terms of the Credit Agreement are
     required to be performed by it as a Lender; and (vii) attaches any
     U.S. Internal Revenue Service forms required under Section 2.15 of
     the Credit Agreement.

          4.  The effective date for this Acceptance shall be
     [              ,     ] (the "Assumption Date"); provided that
      --------------  ----        ---------------
     this Acceptance has been fully executed and delivered to the
     Administrative Agent for acceptance and recording by the
     Administrative Agent on or prior to such Assumption Date.

          5.  Upon such execution, delivery, acceptance and recording
     and as of the Assumption Date, the [Additional Commitment]/[Assuming]
     Lender shall be a party to the Credit Agreement with a Commitment
     equal to the Proposed Commitment and, to the extent provided in this
     Acceptance, have the rights and obligations of a Lender thereunder.

          6.  Upon such acceptance and recording, from and after the
     Assumption Date, the Administrative Agent shall make all payments
     under the Credit Agreement in respect of the Proposed Commitment
     provided for in this Acceptance (including, without limitation,
     all payments of principal, interest and Facility Fees with respect
     thereto) to the [Additional Commitment]/[Assuming] Lender.

          7.  This Acceptance shall be governed by and construed in
     accordance with the law of the State of New York.

          8.  This Acceptance may be signed in any number of counterparts,
     each of which shall be an original, with the same as if the signatures
     were upon the same instrument.

                [remainder of page intentionally blank]




<PAGE>
<PAGE>
                                -3-

          IN WITNESS WHEREOF, the Additional Commitment Lender has
caused Acceptance to be executed by its officers thereunto duly
authorized as of the date specified above.

                             [NAME OF ADDITIONAL COMMITMENT OR ASSUMING
                                LENDER]


                              By
                                --------------------------------------
                                Name:
                                Title:

                              Domestic Lending Office:       [Address]

                              Eurocurrency Lending Office:   [Address]



This Assumption and Acceptance is
hereby acknowledged and agreed on
as of the date set forth above.

SOLUTIA INC.



By
  -----------------------------------------
  Name:
  Title:


CITIBANK, N.A., as Administrative Agent



By
  -----------------------------------------
  Name:
  Title:


BANK OF AMERICA, N.A., as Syndication Agent



By
  -----------------------------------------
  Name:
  Title:




<PAGE>
<PAGE>
                                                EXHIBIT D

        [Form of Opinion of Counsel for the Company]

                     November 23, 1999

To the Lenders party to the
  Credit Agreement referred to
  below

Citibank, N.A., as Administrative
  Agent
399 Park Avenue
New York, New York  10043

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to
Section 3.01(b)(1) of the Amended and Restated Five Year Credit
Agreement dated as of November 23, 1999 (the "Credit Agreement"),
                                              ----------------
among Solutia Inc., a Delaware corporation (the "Company"), the
                                                 -------
Lenders parties thereto, Bank of America, N.A., as Syndication Agent,
and Citibank, N.A., as Administrative Agent for said Lenders.  Terms
defined in the Credit Agreement are used herein as therein defined.

          I am General Counsel of the Company and am familiar with the
preparation, execution and delivery of the Credit Agreement.

          In that connection, I or persons under my supervision have
examined or are familiar with:  (1) the Credit Agreement, the A Notes
and the form of the B Note; (2) the documents furnished by the Company
pursuant to Article III of the Credit Agreement; (3) the certificate of
incorporation of the Company and all amendments thereto (the
"Charter"); (4) the by-laws of the Company and all amendments thereto
 -------
(the "By-laws"); and (5) a certificate of the Secretary of State of
      -------
Delaware, dated November 23, 1999, certifying as to the continued
corporate existence and good standing of the Company in that State.

          In addition, I or persons under my supervision have examined
or are familiar with the originals, or copies certified to my
satisfaction, of such other corporate records of the Company,
certificates of public officials and of officers of the Company, and
agreements, instruments and other documents, and made such other
investigations and review of relevant documents as I have deemed
necessary as a basis of the opinions expressed below.  I have assumed
the due execution and delivery, pursuant to due authorization, of the
Credit Agreement by the Lenders and the Administrative Agent.

          I am qualified to practice law in the State of Missouri. My
opinions expressed below are limited to the law of the State of
Missouri, the General Corporation Law of the State of Delaware and the
Federal law of the United States.

          Based upon the foregoing and upon such investigation as I
have deemed necessary, I am of the following opinion:

          1.  The Company is a corporation duly organized, validly
     existing and in good standing under the laws of the State of
     Delaware.

          2.  The execution, delivery and performance by the Company
     of the Credit Agreement and the Notes, and the other transactions
     contemplated by the Credit Agreement, are within the Company's
     corporate powers, have been duly authorized by all necessary
     corporate action, and do




<PAGE>
<PAGE>

                                -2-

     not contravene (i) the Charter or the By-laws, (ii) any law, rule
     or regulation applicable to the Company (including, without
     limitation, Regulation X of the Board of Governors of the Federal
     Reserve System) or (iii) to the best of my knowledge, any
     contractual or legal restriction contained in any indenture or
     other agreement or instrument to which the Company or any of its
     Consolidated Subsidiaries is a party or is bound.  The Credit
     Agreement, and the Notes delivered today, have been duly executed
     and delivered on behalf of the Company.

          3.  No authorization, approval or other action by, and no
     notice to or filing with, any governmental authority or regulatory
     body or any other third party is required for the due execution,
     delivery and performance by the Company of the Credit Agreement
     and the Notes.

          4.  The Credit Agreement is, and each Note of the Company
     when delivered under the Credit Agreement will be, legal, valid
     and binding obligations of the Company enforceable against the
     Company in accordance with their respective terms.

          5.  In any action or proceeding arising out of or relating
     to the Credit Agreement or the Notes in any court of the State of
     Missouri or in any Federal court sitting in the State of Missouri,
     such court would recognize and give effect to the provisions of
     Section 8.08 of the Credit Agreement wherein the parties thereto
     agree that the Credit Agreement and the Notes shall be governed
     by, and construed in accordance with, the law of the State of New
     York.  Without limiting the generality of the foregoing, a court
     of the State of Missouri or a Federal court sitting in the State
     of Missouri would apply the usury law of the State of New York to
     the Credit Agreement and the Notes.  However, if a court were to
     hold that the Credit Agreement and the Notes are governed by, and
     to be construed in accordance with, the law of the State of
     Missouri, the Credit Agreement and the Notes of the Company would
     be, under the laws of the State of Missouri, legal, valid and
     binding obligations of the Company enforceable against the Company
     in accordance with their respective terms.

          6.  Except as described in the Company's Report on Form 10-K
     for the fiscal year ended December 31, 1998 or in the Company's
     Report on Form 10-Q for the fiscal quarter ended September 30,
     1999, there is no pending or overtly threatened action or
     proceeding affecting the Company or any of its Consolidated
     Subsidiaries before any court, governmental agency or arbitrator
     which (i) would have a Material Adverse Effect or (ii) purports to
     affect, or would affect, the legality, validity or enforceability
     of the Credit Agreement or any Note.

          7.  Neither the Company nor any of its Material Subsidiaries
     is an "investment company", or an "affiliated person" of, or
     "promoter" or "principal underwriter" for, an "investment
     company," as such terms are defined in the Investment Company Act
     of 1940, as amended.  Neither the Company nor any of its Material
     Subsidiaries is a "holding company", or an "affiliate" of a
     "holding company" or a "subsidiary company" of a "holding
     company", within the meaning of the Public Utility Holding Company
     Act of 1935, as amended.

          References herein to the Credit Agreement include the
guarantee by the Company of obligations of Designated Borrowers set
forth in Article IX of the Credit Agreement.

          The foregoing opinions are subject to the following comments
and qualifications:

          (A)  The enforceability of Section 8.04(b) of the Credit
     Agreement (and any other similar provisions therein) may be
     limited by laws limiting the enforceability of provisions
     exculpating or exempting a party from, or requiring indemnification
     of a party for, its own action or inaction, to the extent such
     action or inaction involves gross negligence, recklessness or willful
     or unlawful conduct.



<PAGE>
<PAGE>

                                -3-

          (B)  Clause (iii) of the second sentence of Section 9.02 of
     the Credit Agreement may not be enforceable to the extent that the
     Guaranteed Obligations are materially modified.

          (C)  The enforceability of provisions in the Credit
     Agreement and the Notes to the effect that terms may not be waived
     or modified except in writing may be limited under certain
     circumstances.

          (D)  I express no opinion as to (i) the effect of the laws
     of any jurisdiction in which any Lender is located (other than the
     State of Missouri) that limit the interest, fees or other charges
     such Lender may impose, (ii) the second sentence of Section 2.16
     of the Credit Agreement, (iii) the first sentence of Section
     8.10(a) of the Credit Agreement, insofar as such sentence relates
     to the subject matter jurisdiction of any federal court sitting in
     New York City to adjudicate any controversy related to the Credit
     Agreement and the Notes, (iv) the second sentence of Section
     8.10(a), (v) the waiver of inconvenient forum set forth in Section
     8.10(b) of the Credit Agreement with respect to proceedings in any
     federal court sitting in New York City, (vi) Section 8.11 of the
     Credit agreement and (vii) Section 9.06 of the Credit Agreement.

          (E)  My opinion in paragraph 4 above as to the enforceability
     of the Credit Agreement and the Notes is subject to the effect of
     (a) any applicable bankruptcy, insolvency (including, without
     limitation, all laws relating to fraudulent transfer or preferential
     transfers), reorganization, moratorium or similar law affecting
     creditors' rights generally and (b) general principles of equity,
     including, without limitation, concepts of materiality, reasonableness,
     good faith and fair dealing (regardless of whether considered in a
     proceeding in equity or at law).

                                 Very truly yours,




<PAGE>
<PAGE>
                                                EXHIBIT E

        [Form of Opinion of Special New York Counsel
                to the Administrative Agent]


                     November 23, 1999

To the Lenders party to the
  Credit Agreement referred to
  below

Citibank, N.A., as Administrative
  Agent
399 Park Avenue
New York, New York  10043


Ladies and Gentlemen:

          We have acted as special New York counsel to the
Administrative Agent in connection with the Amended and Restated Five
Year Credit Agreement dated as of November 23, 1999 (the "Credit
                                                          ------
Agreement") among Solutia Inc. (the "Company"), the Lenders parties
---------                            -------
thereto, Bank of America, N.A., as Syndication Agent, and Citibank,
N.A., as Administrative Agent, providing for loans to be made by said
Lenders to the Company and the Designated Borrowers in an aggregate
principal amount not exceeding $800,000,000.  Terms defined in the
Credit Agreement are used herein as defined therein.  This opinion is
being delivered pursuant to Section 3.01(b)(2) of the Credit Agreement.

          In rendering the opinions expressed below, we have examined
the Credit Agreement and the Notes being executed and delivered on the
date hereof (the "Notes" and collectively with the Credit Agreement,
                  -----
the "Loan Documents").
     --------------

          In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity with authentic original documents of all
documents submitted to us as copies.

          In rendering the opinions expressed below, we have assumed,
with respect to the Loan Documents, that:

          (i)  the Loan Documents have been duly authorized by, have
     been duly executed and delivered by, and (except to the extent set
     forth in the opinions below as to the Company) constitute legal,
     valid, binding and enforceable obligations of, all of the parties
     thereto;

          (ii)  all signatories to the Loan Documents have been duly
     authorized; and

          (iii) all of the parties to the Loan Documents are duly
     organized and validly existing and have the power and authority
     (corporate or other) to execute, deliver and perform the Loan
     Documents.

          Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered
such questions of law as we have deemed necessary as a basis for the
opinions expressed below, we are of the opinion that each Loan Document
constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium,




<PAGE>
<PAGE>

                                -2-

fraudulent conveyance or transfer or other similar laws relating to or
affecting the rights of creditors generally and except as the
enforceability of such Loan Document is subject to the application of
general principles of equity (regardless of whether considered in a
proceeding in equity or at law), including, without limitation, (a) the
possible unavailability of specific performance, injunctive relief or
any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

          The foregoing opinions are subject to the following comments
and qualifications:

          (A)  The enforceability of Section 8.04(b) of the Credit
     Agreement (and any other similar provisions therein) may be
     limited by laws limiting the enforceability of provisions
     exculpating or exempting a party from, or requiring
     indemnification of a party for, its own action or inaction, to the
     extent such action or inaction involves gross negligence,
     recklessness or willful or unlawful conduct.

          (B)  Clause (iii) of the second sentence of Section 9.02 of
     the Credit Agreement may not be enforceable to the extent that the
     Guaranteed Obligations are materially modified.

          (C)  The enforceability of provisions in the Loan Documents
     to the effect that terms may not be waived or modified except in
     writing may be limited under certain circumstances.

          (D)  We express no opinion as to (i) the effect of the laws
     of any jurisdiction in which any Lender is located (other than the
     State of New York) that limit the interest, fees or other charges
     such Lender may impose, (ii) the second sentence of Section 2.16
     of the Credit Agreement, (iii) the first sentence of
     Section 8.10(a) of the Credit Agreement, insofar as such sentence
     relates to the subject matter jurisdiction of any federal court
     sitting in New York City to adjudicate any controversy related to
     the Loan Documents, (iv) the second sentence of Section 8.10(a),
     (v) the waiver of inconvenient forum set forth in Section 8.10(b)
     of the Credit Agreement with respect to proceedings in any federal
     court sitting in New York City, (vi) Section 8.11 of the Credit
     Agreement and (vii) Section 9.06 of the Credit Agreement.

          (E)  We point out with reference to obligations stated to be
     payable in a currency other than Dollars that (i) a New York
     statute provides that a judgment rendered by a court of the State
     of New York in respect of an obligation denominated in any such
     other currency would be rendered in such other currency and would
     be converted into Dollars at the rate of exchange prevailing on
     the date of entry of the judgment and (ii) a judgment rendered by
     a Federal court sitting in the State of New York in respect of an
     obligation denominated in any such other currency may be expressed
     in Dollars, but we express no opinion as to the rate of exchange
     such Federal court would apply.

          The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of New York,
and we do not express any opinion as to the laws of any other
jurisdiction.

          This opinion letter is, pursuant to Section 3.01(b)(2) of
the Credit Agreement, provided to you by us in our capacity as special
New York counsel to the Administrative Agent and may not be relied upon
by any Person for any purpose other than in connection with the
transactions contemplated by the Credit Agreement without, in each
instance, our prior written consent.

                                 Very truly yours,

EKM/RJW



<PAGE>
<PAGE>
                                                EXHIBIT F-1

                 FORM OF DESIGNATION LETTER

                                  ,
                   ------------ --  ----


Citibank, N.A., as Administrative
  Agent for the Lenders parties
  to the Credit Agreement
  referred to below
2 Penns Way
New Castle, Delaware  19720

Attention:  Anne Hieronimus

Ladies and Gentlemen:

          We refer to the Amended and Restated Five Year Credit
Agreement (as amended, supplemented and otherwise modified and in effect
from time to time, the "Credit Agreement") dated as of November 23,
                        ----------------
1999 among Solutia Inc. (the "Company"), the Lenders party thereto,
                              -------
Bank of America, N.A., as Syndication Agent, and Citibank, as
Administrative Agent for the Lenders.  Terms defined in the Credit
Agreement are used herein as defined therein.

          The Company hereby designates [____________] (the
"Designated Borrower"), a wholly owned Subsidiary of the Company and a
 -------------------
[corporation duly incorporated under the laws of [_____________]], as a
Borrower in accordance with Section 2.17 of the Credit Agreement until
such designation is terminated in accordance with said Section 2.17.

          The Designated Borrower hereby accepts the above designation
and hereby expressly and unconditionally accepts the obligations of a
Borrower under the Credit Agreement, adheres to the Credit Agreement and
agrees and confirms that, upon your execution and return to the Company
of the enclosed copy of this letter, it shall be a Borrower for purposes
of the Credit Agreement and agrees to be bound by and perform and comply
with the terms and provisions of the Credit Agreement applicable to it
as if it had originally executed the Credit Agreement as a Borrower.
The Designated Borrower hereby authorizes and empowers the Company to
act as its representative and attorney-in-fact for the purposes of
signing documents and giving and receiving notices (including notices of
Borrowing under the Credit Agreement) and other communications in
connection with the Credit Agreement and the transactions contemplated
thereby and for the purposes of modifying or amending any provision of
the Credit Agreement and further agrees that the Administrative Agent,
the Syndication Agent and each Lender may conclusively rely on the
foregoing authorization.

          The Company hereby represents and warrants to the
Administrative Agent and each Lender that, before and after giving
effect to this Designation Letter, (i) the representations and
warranties set forth in Section 4.01 of the Credit Agreement (except the
Excluded Representations) are true and correct on the date hereof as if
made on and as of the date hereof and (ii) no Default has occurred and
is continuing.  The Designated Borrower represents and warrants that
each of the representations and warranties set forth in Section 4.01
(a), (b), (c) and (d) of the Credit Agreement are true as if each
reference therein to the Company were a reference to the Designated
Borrower and as if each reference therein to the Credit Agreement and
the Notes were a reference to this Designation Letter and the Notes
executed by the Designated Borrower in connection herewith.




<PAGE>
<PAGE>

                                -2-

          The Designated Borrower hereby agrees that this Designation
Letter, the Credit Agreement and the Notes shall be governed by, and
construed in accordance with, the law of the State of New York.  The
Designated Borrower hereby submits to the nonexclusive jurisdiction of
the United States District Court for the Southern District of New York
and of any New York state court sitting in New York City for the
purposes of all legal proceedings arising out of or relating to this
Designation Letter, the Credit Agreement or the transactions
contemplated thereby.  The Designated Borrower irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought
in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.  The Designated
Borrower further agrees that service of process in any such action or
proceeding brought in New York may be made upon it by service upon the
Company at the "Address for Notices" specified below its name on the
signature pages to the Credit Agreement.

          THE DESIGNATED BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS DESIGNATION LETTER, THE
CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

                                 Very truly yours,

                                 SOLUTIA INC.



                                 By
                                   -----------------------------------
                                   Name:
                                   Title:

                                 [NAME OF DESIGNATED BORROWER]



                                 By
                                   -----------------------------------
                                   Name:
                                   Title:


ACCEPTED:

CITIBANK, N.A.,
 as Administrative Agent



By
  -----------------------------
  Name:
  Title:



<PAGE>
<PAGE>
                                                EXHIBIT F-2


                 FORM OF TERMINATION LETTER


                                 ,
                    ---------- --  ----


To Citibank, N.A.,
 as Administrative Agent

Attention:  Anne Hieronimus

Ladies and Gentlemen:

          We refer to the Amended and Restated Five Year Credit
Agreement (as amended, supplemented and otherwise modified and in effect
from time to time, the "Credit Agreement") dated as of November 23,
                        ----------------
1999 among Solutia Inc., the Lenders party thereto, Bank of America,
N.A., as Syndication Agent, and Citibank, N.A., as Administrative Agent.
Terms defined in the Credit Agreement are used herein as defined
therein.

          The Company hereby terminates the status as a Designated
Borrower of [_________________], a [corporation incorporated under the
laws of [_______________]], in accordance with Section 2.17 of the
Credit Agreement, effective as of the date of receipt of this notice by
the Administrative Agent.  The undersigned hereby represent and warrant
that all principal of and interest on all Advances of the above-
referenced Designated Borrower and all other amounts payable by such
Designated Borrower pursuant to the Credit Agreement have been paid in
full on or prior to the date hereof.  Notwithstanding the foregoing,
this Termination Letter shall not affect any obligation which by the
terms of the Credit Agreement survives termination thereof.

                                 Very truly yours,

                                 SOLUTIA INC.



                                 By
                                   ------------------------------------
                                   Name:
                                   Title: