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                                                               Exhibit 10

                             RETENTION AGREEMENT
                             -------------------

This Retention Agreement ("Agreement") is entered into by and between
Solutia Inc., a Delaware corporation ("Solutia") and Max W. McCombs
("Employee"), as of the date indicated on the signature page attached
hereto.

WHEREAS, Employee and Solutia had previously entered into a retention
agreement prior to Solutia's commencement of its Chapter 11 Bankruptcy
filing ("Prior Agreement"); and

WHEREAS, as a result of the Chapter 11 Bankruptcy filing, the Prior
Agreement became subject to the United States Bankruptcy Court's approval;
and

WHEREAS, the Bankruptcy Court ruled that the Prior Agreement was null and
void from the beginning; and

WHEREAS, the Bankruptcy Court granted approval of this revised Retention
Agreement; and

WHEREAS, Solutia believes that establishing an incentive arrangement for
Employee will increase the likelihood that Solutia will continue to have
Employee's advice, counsel, leadership and dedication.

NOW, THEREFORE, for good and valuable consideration, Solutia and Employee,
intending to be bound, agree as set forth in this Agreement.

1)       EMPLOYMENT
         ----------

         a)   Employee's employment with Solutia during the Employment
              Period will be under the same terms and conditions as those
              that applied immediately prior to the date of this Agreement
              (or as subsequently amended from time to time). The
              "Employment Period" for purposes of this Agreement shall mean
              the period beginning on the date of this Agreement and ending
              six months after the Emergence Date (as defined below).

         b)   Nothing in this Agreement is intended, and nothing herein will
              be construed as limiting the ability of Employee or Solutia to
              terminate such employment. Moreover, Employee understands that
              their employment will remain as an "at will" relationship.

         c)   During the Employment Period, Employee will:

              i)   Devote all business time to the duties of employment with
                   Solutia;


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              ii)  perform all duties of employment with Solutia faithfully
                   and effectively and to the best of Employee's ability;

              iii) act in the best interests of Solutia and its shareholders
                   and engage in no conflict of interest with Solutia.

2)       COMPENSATION; SPECIAL AWARD
         ---------------------------

         a)   During the Employment Period, Solutia will compensate Employee
              in accordance with the terms and conditions in effect
              immediately prior to the date of this Agreement (as amended
              from time to time), including eligibility for an award under
              the terms of the Solutia Inc. Annual Incentive Plan ("AIP").
              Nothing in this Agreement shall be construed to provide
              Employee with the right to participate in the AIP or any other
              incentive or benefit plan if Solutia determines to change or
              terminate such plan and the change or termination is generally
              applicable to employees who are similarly situated to
              Employee.

         b)   In addition to the foregoing, subject to Section 2(c) below,
              Employee shall receive a special incentive award (the "Special
              Award"). The total amount of the Special Award will be
              $200,000.

         c)   The Special Award will be paid in four (4) equal installments,
              less applicable taxes and withholdings, on the following dates
              and, provided that the Employee has fulfilled the obligations
              set forth in Section 1 of this Agreement, in the judgment of
              the CEO of Solutia or his designee:

              i)   On or about June 30, 2004, Solutia will pay to Employee
                   25% of the Special Award, less applicable taxes and
                   withholdings, provided that Employee is employed by
                   Solutia on such date.

              ii)  On or about December 31, 2004, Solutia will pay to
                   Employee 25% of the Special Award, less applicable taxes
                   and withholdings, provided that Employee is employed by
                   Solutia on such date.

              iii) As soon as practicable following the time, if ever, at
                   which both (x) the United States Bankruptcy Court for the
                   Southern District of New York shall have confirmed a plan
                   of reorganization of Solutia under Chapter 11 of the
                   United States Bankruptcy Code and (y) such confirmation
                   shall have become non-appealable (the "Emergence Date"),
                   Solutia will pay to Employee 25% of the Special Award,
                   less applicable taxes and withholdings, provided that
                   Employee is employed by Solutia on such date.

              iv)  On the six (6) month anniversary of the Emergence Date,
                   Solutia will pay to Employee 25% of the Special Award,
                   less applicable taxes and withholdings, provided that
                   Employee is employed by Solutia on such date.


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3)       TERMINATION OF EMPLOYMENT
         -------------------------

         a)   If, prior to an applicable installment payment date during the
              Employment Period, Employee (i) retires or voluntarily
              terminates employment with Solutia (other than as a result of
              death or Disability); (ii) announces his or her intent to so
              retire or terminate employment; or (iii) is terminated by
              Solutia for Cause, Employee will not receive any portion of
              the Special Award installment payment applicable to that
              installment period. "Cause" as used in this Agreement shall
              include willful misconduct, dishonesty, insubordination,
              conviction of a felony or its equivalent, negligence in the
              performance of Employee's duties, the illegal use of drugs or
              controlled substances and violation of Solutia's policies
              (including without limitation Solutia's Guidelines for
              Employee Conduct) in such a manner as to expose the employer
              to administrative, civil or criminal liability;

         b)   If, prior to an applicable installment payment date during the
              Employment Period, Employee is terminated other than for
              Cause, Solutia shall pay to Employee in a lump sum, less
              applicable taxes and withholdings, any unpaid amounts that
              would have otherwise been payable to Employee pursuant to
              Section 2(b).

         c)   If Employee is not actively employed for the entire
              installment period due to disability, sick leave, family
              leave, or other approved leave of absence, but is otherwise
              eligible for a Special Award, the Award will be pro-rated to
              cover only the time actively employed plus any qualifying
              leave (up to 12 weeks) under the federal Family Medical Leave
              Act, but will not cover any other disability or other leave.
              Employee must return to active employment in order to qualify
              for the Special Award installment, and will be paid only after
              he or she so returns.

         d)   Payment of the Special Award terminates any and all
              obligations of Solutia under this Agreement.

         e)   Solutia retains the right to condition payment of any portion
              of the Special Award on Employee signing a waiver and release,
              in a form acceptable to Solutia.

4)       GENERAL
         -------

         a)   Employee agrees not to disclose the existence of this
              Agreement or any of its terms to anyone other than Employee's
              spouse and a financial or legal advisor who agrees in writing
              to be bound not to make any such disclosure. Notwithstanding
              anything to the contrary in this Agreement, in the event this
              Agreement or its terms are disclosed by Employee, Employee's
              spouse or a legal or financial advisor, Employee will not
              receive any portion of the Special Award.

         b)   All amounts required by law to be withheld from any payment
              made pursuant to this Agreement, including any and all amounts
              required to be withheld by the Internal Revenue Code or by the
              Federal Insurance Contribution Act, any


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              applicable state or foreign country's income tax act, any
              applicable city, county or municipality's earnings or income
              tax act, will be withheld.

         c)   This Agreement will be binding upon and inure to the benefit
              of Employee and Employee's estate, and Solutia and any
              successor, direct or indirect, of Solutia, whether such
              succession, direct or indirect, of Solutia, results from a
              merger, consolidation, liquidation, reorganization, purchase
              of securities, acquisition of assets or otherwise.

         d)   The interests of Employee under this Agreement are not subject
              to the claims of Employee's creditors and may not be
              voluntarily or involuntarily sold, transferred, alienated,
              assigned, pledged, anticipated or encumbered. Any attempt by
              Employee or any other person or entity to sell, transfer,
              alienate, assign, pledge, anticipate, encumber, charge or
              otherwise dispose of any right to benefits payable hereunder
              will be void and shall terminate any obligation of Solutia
              hereunder to make payment. At no time will any interest or
              other charge be due or payable on any amounts owing hereunder.

         e)   The payment provided under this Agreement is not intended to
              qualify under Section 401 of the Internal Revenue Code and
              will be paid from the general assets of Solutia or a third
              party. Nothing contained herein shall require Solutia to
              segregate any monies from its general funds or to create any
              trusts, or to make any special deposits for amounts payable to
              Employee. In no case will any amounts paid under this
              Agreement be taken into account in determining any of
              Employee's Solutia benefits, including without limitation
              savings and investment plan contributions, pension, life
              insurance and disability or in determining any other incentive
              award or compensation.

         f)   Any provision in this Agreement which is prohibited or
              unenforceable in any jurisdiction will, as to such
              jurisdiction, be ineffective only to the extent of such
              prohibition or unenforceability without invalidating or
              affecting the remaining provisions hereof, and any such
              prohibition or unenforceability in any jurisdiction will not
              invalidate or render unenforceable such provision in any other
              jurisdiction.

         g)   Solutia has full power and authority in its sole discretion to
              construe, interpret, and administer this Agreement. Decisions
              of Solutia shall be final, conclusive, and binding on all
              parties hereto.

         h)   This Agreement will in all respects be governed by, and
              construed in accordance with, the laws of the State of
              Delaware, without reference to conflicts of law principles
              thereunder.

         i)   This Agreement constitutes the entire agreement between the
              parties with respect to the subject matter hereof and
              supersede all prior agreements, oral and written, between the
              parties hereto with respect to the subject matter hereof, if


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              any. Separate copies of this document shall constitute
              original documents which may be signed separately, but which
              together will constitute one single agreement.

         j)   In the event of any breach by Employee of any term or
              condition set forth in this Agreement, Employee's right to
              receive the Special Payment shall immediately be forfeited.

         k)   The Employee acknowledges that Employee has carefully read
              this Agreement in its entirety, fully understands its
              provisions and its final and binding effect, and that Employee
              is signing this Agreement voluntarily.

IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of      6/21/04     .
                -----------------
                      Date
                                            SOLUTIA INC.


                                            By: /s/ Robert E. Lorah
                                               -------------------------------
                                                    Robert E. Lorah

                                            Title:  Director, Human Resources

Accepted and Agreed to

EMPLOYEE:


By: /s/ Max W. McCombs
   ----------------------------------

   Max W. McCombs
   ----------------------------------
   Printed Name






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