<PAGE>
                                                                   Exhibit 10(1)

                               AMENDMENT NO. 2

                  AMENDMENT NO. 2 (this "Agreement") dated as of February 1,
                                         ---------
         2001 among:


                  SOLUTIA INC., a Delaware corporation (the "Company");
                                                             -------

                  each of the lenders (the "Lenders") listed on the
                                            -------
         signature pages hereof; and


                  CITIBANK, N.A., as administrative agent under the Credit
         Agreement referred to below (in such capacity, together with its
         successors in such capacity, the "Administrative Agent").
                                           --------------------

                  The Company, the Lenders, the Syndication Agent and the
Administrative Agent are parties to an Amended and Restated Five Year
Multi-Currency Credit Agreement dated as of November 23, 1999 (as amended by
Amendment No. 1 thereto dated as of November 21, 2000, the "Credit
                                                            ------
Agreement"). The Company has requested the Lenders to amend the Credit
---------
Agreement in certain respects, and the Lenders are willing to so amend the
Credit Agreement, all on the terms and conditions set forth herein.
Accordingly, the parties hereto hereby agree as follows:

                  Section 1. Definitions. Except as otherwise defined in
                             -----------
this Agreement, terms defined in the Credit Agreement are used herein as
defined therein.

                  Section 2. Amendment to Financial Covenants. Subject to
                             --------------------------------
the Administrative Agent's receipt of this Agreement, duly executed by each
of the Company, the Majority Lenders and the Administrative Agent, but
effective as of the date hereof:

                  A.  Pricing Changes, Etc.
                      ---------------------

                           (1) Definitions. Section 1.01 of the Credit
                               -----------
                  Agreement is amended by adding the following definitions
                  in the appropriate alphabetic locations therein:

                           "Utilization Fee" has the meaning specified in
                            ---------------
                  Section 2.04(c).

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

                           (2) Utilization Fee. The Credit Agreement is
                               ---------------
                  amended by adding the following as Section 2.04(c)
                  thereof:

                                    "(c) Utilization Fee. The Company agrees
                                         ---------------
                           to pay a utilization fee (the "Utilization Fee")
                                                          ---------------
                           in Dollars to the Administrative Agent for
                           account of each Lender, which shall accrue at the
                           Utilization Fee Rate on the daily aggregate
                           outstanding principal amount of the Advances of
                           such Lender for each day on which the aggregate
                           outstanding principal amount of the Advances
                           (including all B Advances) equals or exceeds an
                           amount equal to 33% of the Commitments. The
                           Utilization Fee shall be payable monthly in
                           arrears on the last Business Day of month and,
                           for each Lender, on the Commitment Termination
                           Date of such Lender. The Utilization Fees shall
                           be "other fees" payable to the Lenders for all
                           purposes


            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 2 -


                           of the Credit Agreement (including, without
                           limitation, for purposes of Sections 2.11(c)(ii),
                           2.12(b) and 2.15(g) thereof) and under Sections
                           2.13(a), 2.13(b) and 2.13(c) of the Credit
                           Agreement shall be treated in the same manner as
                           Facility Fees."

                           (3) Pricing Schedules. Schedules 2A and 2B to the
                               -----------------
                  Credit Agreement are amended to read in their entirety as
                  set forth on Schedules 2A and 2B hereto.

                  B. Financial Covenants. Section 5.03 of the Credit
                     -------------------
         Agreement is amended to read in its entirety as follows:

                           "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 to exceed:

                                            (1) at any time on or prior to
                                    June 30, 2001, 3.50 to 1.00;

                                            (2) at any time from (and
                                    including) July 1, 2001 to (and
                                    including) December 30, 2001, 3.75 to
                                    1.00; and

                                            (3) at any time from and after
                                    December 31, 2001, 3.50 to 1.00.

                                    (b) Interest Coverage Ratio. Permit the
                                        -----------------------
                           Interest Coverage Ratio to be less than:

                                            (1) at any time on or prior to
                                    (and including) December 31, 2000, 4.50
                                    to 1.00;

                                            (2) at any time from (and
                                    including) January 1, 2001 to (and
                                    including) June 30, 2001, 3.75 to 1.00;

                                            (3) at any time from (and
                                    including) July 1, 2001 to (and
                                    including) September 30, 2001, 3.50 to
                                    1.00;

                                            (4) at any time from (and
                                    including) October 1, 2001 to (and
                                    including) December 31, 2001, 3.75 to
                                    1.00;

                                            (5) at any time from (and
                                    including) January 1, 2002 to (and
                                    including) March 31, 2002, 4.00 to 1.00;
                                    and

                                            (6) at any time from and after
                                    April 1, 2002, 4.50 to 1.00."

                  Section 3. Representations and Warranties. The Company
                             ------------------------------
hereby represents and warrants to the Administrative Agent and the Lenders
that:

                  (a) the representations and warranties contained in the
         Credit Agreement (except the Excluded Representations) are correct
         on and as of the date hereof, as though made on and as of



            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 3 -


         such date (or, if any such representation or warranty is expressly
         stated to have been made as of a specific date, as of such specific
         date); and

                  (b) no event has occurred and is continuing that
         constitutes a Default or an Event of Default.

                  Section 4. Miscellaneous. Except as herein provided, the
                             -------------
Credit Agreement shall remain unchanged and in full force and effect. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be governed by, and construed in accordance with, the law of
the State of New York.

                   [remainder of page intentionally blank]




            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 4 -





                  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/ Kevin Wilson
                                     -------------------------------------------
                                   Name: Kevin Wilson
                                   Title: Vice President & Treasurer


                                  CITIBANK, N.A.,
                                     as Administrative Agent



                                  By: /s/ Wajeeh Faheem
                                     -------------------------------------------
                                   Name: Wajeeh Faheem
                                   Title: Vice President






            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 5 -



  COMMITMENTS                     THE LENDERS
  -----------                     -----------
$78,333,333.31                    CITIBANK, N.A.



                                  By: /s/ Wajeeh Faheem
                                     -------------------------------------------
                                     Name: Wajeeh Faheem
                                     Title: Vice President


$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/ H. 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/ R. Snauffer
                                     -------------------------------------------
                                     Name: Robert Snauffer
                                     Title: First Vice President


            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 6 -


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



                                  By: /s/ Carl J. Mehldau, Jr.
                                     -------------------------------------------
                                     Name: Carl J. Mehldau, Jr.
                                     Title: Vice President


$46,666,666.67                    THE NORTHERN TRUST COMPANY



                                  By: /s/ A. Bhagwat
                                     -------------------------------------------
                                     Name: Ashish S. Bhagwat
                                     Title: Second Vice-President


$46,666,666.67                    ROYAL BANK OF CANADA



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


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



                                  By: /s/ Robert Wilson
                                     -------------------------------------------
                                     Name: Robert Wilson
                                     Title: Vice President


$30,000,000.00                    BANKBOSTON



                                  By: /s/ Renata Lucia Valgas Salgado
                                     -------------------------------------------
                                     Name: Renata Lucia Valgas Salgado
                                     Title: Vice President



            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 7 -


$30,000,000.00                    BANK ONE, N.A., MAIN OFFICE CHICAGO



                                  By: /s/ William J. Oleferchik
                                     -------------------------------------------
                                     Name: William J. Oleferchik
                                     Title: Director


$30,000,000.00                    CREDIT AGRICOLE INDOSUEZ



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


                                  By: /s/ C. Hiatt
                                     -------------------------------------------
                                     Name: Charles Hiatt
                                     Title: Vice President
                                            Manager


$30,000,000.00                    HSBC BANK USA



                                  By: /s/ Christopher M. Samms
                                     -------------------------------------------
                                     Name: Christopher M. Samms
                                     Title: Officer #9426, First V.P.


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



                                  By: /s/ Charles Frankenberry
                                     -------------------------------------------
                                     Name: Charles E. Frankenberry
                                     Title: Vice President

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



                                  By: /s/ Joseph P. Howard
                                     -------------------------------------------
                                     Name: Joseph P. Howard
                                     Title: Vice President



            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 8 -



$30,000,000.00                    THE SANWA BANK, LIMITED



                                  By: /s/ Lee E. Prewitt
                                     -------------------------------------------
                                     Name: Lee E. Prewitt
                                     Title: Vice President


$30,000,000.00                    SOCIETE GENERALE



                                  By: /s/ Eric E.O. Siebert, Jr.
                                     -------------------------------------------
                                     Name: Eric E.O. Siebert, Jr.
                                     Title: Director


$30,000,000.00                    THE SUMITOMO BANK, LIMITED



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





            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<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                          0.335%
                  Rating Level 2                          0.425%
                  Rating Level 3                          0.590%
                  Rating Level 4                          0.770%
                  Rating Level 5                          1.000%
                  Rating Level 6                          1.200%;

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.



            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>
                                   - 2 -


                  "Utilization 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                  Utilization Fee Rate (p.a.)
                   ------------                  ---------------------------

                  Rating Level 1                          0.125%
                  Rating Level 2                          0.125%
                  Rating Level 3                          0.125%
                  Rating Level 4                          0.125%
                  Rating Level 5                          0.125%
                  Rating Level 6                          0.250%;

provided that, if the ratings of the Rated Securities established by S&P and
Moody's shall fall within different Rating Levels, the Utilization 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 Utilization 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 Utilization Fee Rate
resulting from a Rating Level Change shall be effective on the effective
date of such Rating Level Change.





            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

<PAGE>
<PAGE>

<TABLE>
                                                                                                 SCHEDULE 2B

                                               SOLUTIA INC.(1)
                                  $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(2)        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 By     Least A- By        Least BBB+ By       Least BBB By       Least BBB- By     Rated.
                         --
                  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            33.5 bps           42.5 bps            59.0 bps           77.0 bps            100 bps         120.0 bps
MARGIN

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

DRAWN COST(3)     LIBOR + 40.0 bps   LIBOR + 50.0 bps    LIBOR + 67.5 bps   LIBOR + 87.5 bps     LIBOR + 112.5       LIBOR +
                                                                                                      bps           137.5 bps

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

UTILIZATION FEE
USAGE GREATER         12.5 bps           12.5 bps            12.5 bps           12.5 bps            12.5 bps          25.0 bps
THAN 33%

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

FULLY DRAWN       LIBOR + 52.5 bps   LIBOR + 62.5 bps    LIBOR + 80.0 bps     LIBOR + 100.0      LIBOR + 125.0     LIBOR + 162.5
COST(4)                                                                            bps                bps               bps

-----------------------------------------------------------------------------------------------------------------------------------
<FN>

(1)  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.

(2)  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).

(3)  Facility Fee plus Applicable Margin.

(4)  Drawn Cost plus Utilization Fee.
</TABLE>

            AMENDMENT NO. 2 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)