EXHIBIT
4.1




NON-QUALIFIED
STOCK OPTION AGREEMENT


pursuant
to the


SOLUTIA
INC. 2007


MANAGEMENT
LONG-TERM INCENTIVE PLAN








Optionee:





Grant
Date:  February 28, 2008





Per Share Exercise Price:$17.33





Number
of Option Shares subject to this Option:





THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as
of the Grant Date specified above, is entered into by and between Solutia Inc.,
a company organized in the State of Delaware (the “Company”), and the
Optionee specified above (the “Optionee”), pursuant
to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and
as amended from time to time (the “Plan”).




WHEREAS,
it has been determined under the Plan the Company will grant the non-qualified
stock option provided for herein to the Optionee;




NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth and for other good and valuable consideration, the parties hereto hereby
mutually covenant and agree as follows:




1.  Incorporation
By Reference; Plan Document Receipt.  This Agreement is
subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to
time unless such amendments are expressly intended not to apply to the grant of
the option hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth
herein.  Any capitalized term not defined in this Agreement shall have
the same meaning as is ascribed thereto in the Plan.  The Optionee
hereby acknowledges receipt of a true copy of the Plan and that the Optionee has
read the Plan carefully and fully understands its content.  In the
event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control.  The parties hereto
acknowledge that as of the Grant Date the shares of the Company are too thinly
traded for purposes of determining Fair Market Value under section (a) and (b)
of the definition of Fair Market Value under the Plan and that the Fair Market
Value for purposes of this Agreement is the Per Share Exercise Price as
specified above.




2.  Grant of
Option.  The Company
hereby grants to the Optionee, as of the Grant Date specified above, a
non-qualified stock option (this “Stock Option”) to
acquire from the Company at the Per Share Exercise Price specified above, the
aggregate number of Shares specified above (the “Option
Shares”).




3.  No
Dividend Equivalents.  There is no
guarantee by the Company that dividends will be paid.  The Optionee
shall not be entitled to receive a cash payment in respect of the Option Shares
underlying this Stock Option on any dividend payment date for the
Shares.




4.  Vesting and Exercisability
of this Stock Option.




4.1.  Except as
otherwise provided in this Section 4, the Stock Option subject to this grant
shall become vested and exercisable pro rata on each of the first three
anniversaries of the Grant Date specified above (one-third of the total grant
per year), provided the Participant is then employed by the Company and/or one
of its Subsidiaries or Affiliates.




4.2.  Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, this Stock Option shall expire and shall no longer be
exercisable after the expiration of ten years from the Grant Date (the “Option
Period”).




4.3.  If the
Optionee’s employment with the Company and/or its Subsidiaries or Affiliates
terminates due to the Optionee’s Disability, the Stock Options shall continue to
vest on a regular schedule during the period of Disability regardless of a
termination event.  For purposes of this Agreement, “Disability,” if
the Optionee is a party to an employment agreement, shall have the same meaning
as in such employment agreement, otherwise, “Disability” shall mean any physical
or mental disability which is determined to be total and permanent by a doctor
selected in good faith by the Company or the relevant Subsidiary or
Affiliate.




4.4.  If the
Optionee’s employment with the Company and/or its Subsidiaries or Affiliates
terminates due to the Optionee’s death, this Stock Option shall become
exercisable as to all the Option Shares as of the date of any such
termination.




4.5.  If the
Optionee’s employment is terminated by the Company or one of its Subsidiaries or
Affiliates other than for Cause (as defined in Section 6.4) and at a time when
such Optionee is entitled to a severance payment over a period specified in such
Participant’s employment agreement (if any) (the “Severance Period”)
all options which would have vested had the Optionee continued his or her
employment during the Severance Period shall become immediately
vested.




5.  Method of
Exercise and Payment.  This Stock Option
shall be exercised by the Optionee by delivering to the Company or its
designated agent on any business day a written notice, in such manner and form
as may be required by the Company, specifying the number of Option Shares the
Optionee then desires to acquire (the “Exercise
Notice”).  The Exercise Notice shall be accompanied by payment
of the aggregate Per Share Exercise Price specified above for such number of the
Option Shares to be acquired upon such exercise.  Such payment shall
be made in the manner set forth in Section 5.6 of the Plan.




6.  Termination of
Employment.




6.1. If
the Optionee's employment with the Company and/or one if its Subsidiaries or
Affiliates terminates for any reason other than Disability (as defined in
Section 4.3) any unexercisable portion of this Stock Option, after giving effect
to any accelerated vesting pursuant to this Agreement, shall be forfeited by the
Optionee and cancelled by the Company.




6.2.  If the
Optionee’s employment is terminated for Cause (as defined below) all outstanding
Stock Options will terminate immediately.




6.3.  If the
Optionee’s employment with the Company and/or one of its Subsidiaries or
Affiliates terminates for any reason other than (i) for Cause or (ii) due to the
Optionee’s death or Disability, then the Optionee’s rights, if any, to exercise
any then exercisable portion of this Stock Option shall terminate as
follows:




6.3.1
            in
      the event the Optionee terminates his or her employment, on the date that
      is thirty (30) days after the date of such termination, but in any event
      not beyond the expiration of the Option Period, and thereafter this Stock
      Option shall be forfeited and cancelled by the Company;
  or




6.3.2
            in
      the event the Optionee’s employment is terminated by the Company other
      than for Cause, on the date that is ninety (90) days after the date of
      termination, but in any event not beyond the expiration of the Option
      Period, and thereafter this Stock Option shall be forfeited by the
      Optionee and cancelled by the
Company;




6.4.  For
purposes of this Agreement, “Cause” shall, with
respect to any Optionee, have the equivalent meaning (or the same meaning as
“for cause”) set forth in any employment agreement between the Optionee and the
Company or any Subsidiary or Affiliates or, in the absence of any such
agreement, such term shall mean (i) the Optionee’s continuing misconduct or
willful misconduct or gross negligence in the performance of his or her duties
for the Company or for any Subsidiary or Affiliates after service
of  prior written notice of such misconduct or negligence, (ii) the
Optionee’s intentional or habitual neglect of his or her duties for the Company
or for any Subsidiary or Affiliate after service of a notice of such neglect,
(iii) the Optionee’s theft or misappropriation of funds or other property of the
Company or of any Subsidiary or Affiliate, (iv) the Optionee’s fraud, criminal
misconduct, breach of fiduciary duty or dishonesty in the performance of his or
her duties on behalf of the Company or any Subsidiary or Affiliate or conviction
of a felony, or crime of moral turpitude or any other conduct reflecting
adversely upon the Company or any Subsidiary or Affiliate,(v) the Optionee’s
violation of any written policy of the Company or any Subsidiary or Affiliate or
any restrictive covenant, including but not limited to, a covenant not to
compete, not to solicit employees, customers or suppliers of goods or services
to the Company or any Subsidiary or Affiliate, or not to disclose confidential
information with respect to the Company or any Subsidiary or Affiliate
(including, but not limited to, any such covenant included in an Award
Agreement), or (vi) the Optionee’s direct or indirect breach of any agreement
with the Company or any Subsidiary or Affiliate, including but not limited to,
the terms of a employment agreement, confidentiality agreement, or consulting
contract.




6.5.  If the
Optionee’s employment with the Company and/or one of its Subsidiaries or
Affiliates is terminated due to the Optionee’s death, the Optionee’s estate,
designated beneficiary or other legal representative, as the case may be, and as
determined by the Executive Compensation and Development Committee (the “Committee”), shall
have the right, to the extent exercisable immediately prior to any such
termination, to exercise this Stock Option at any time within the one (1) year
period following such termination, but not beyond the expiration of the Option
Period, and thereafter this Stock Option shall be forfeited by the Optionee and
cancelled by the Company.




6.6.  If the
Optionee’s employment with the Company and/or one of its Subsidiaries or
Affiliates is terminated due to the Optionee’s Disability (as defined in Section
4.3 above), the Optionee shall have the right, to the extent exercisable
immediately prior to any such termination, to exercise this Stock Option at any
time during the longer of: (i) the one (1) year period following such
termination and (ii) 90 days after such Stock Option becomes vested; but in any
event not beyond the expiration of the Option Period, and thereafter this Stock
Option shall be forfeited by the Optionee and cancelled by the
Company.




6.7.  If the
Subsidiary or Affiliate of the Company employing the Optionee ceases to be a
Subsidiary or Affiliate of the Company, that event shall be deemed to constitute
a termination of employment described in Section 6.2.




7.  Existing
Covenants.  If Optionee
violates any confidentiality, non-competition, or non-solicitation covenants to
which Optionee is subject at the time of Optionee’s termination of employment
pursuant to any separate agreement between Optionee and the Company and/or its
Subsidiaries or Affiliates, all vested (and not exercised) and unvested Stock
Options shall terminate immediately.




8.  Further
Covenants.  In the event that
the Optionee fails to comply with any of the restrictive covenants set forth in
this Section 8, all vested (and not exercised) and unvested Stock Options shall
terminate immediately.




8.1.  Nondisclosure of
Confidential and Proprietary Information.




8.1.1
            The
      Optionee hereby acknowledges that during the term of his/her employment
      with the Company or its Subsidiaries or Affiliates or Related Companies,
      as the case may be (collectively, the “Employer”),
      he/she will have access to and possession of trade secrets, confidential
      information and proprietary information (collectively, and as defined more
      extensively below, “Confidential
      Information”) of Employer and their respective
      clients.  The Optionee hereby recognizes and acknowledges that
      this Confidential Information is valuable, special and unique to the
      business of Employer, and that access to and knowledge of such
      Confidential Information is essential to the performance of Optionee’s
      duties to Employer.  The Optionee hereby agrees that during
      his/her employment relationship with Employer and thereafter, the Optionee
      will keep secret and will not use or disclose any Confidential Information
      to any person or entity, in any fashion and for any purpose whatsoever,
      except at the request of the
Company.




8.1.2
            For
      purposes of this Agreement, the term “Confidential
      Information” includes, but is not limited to, information written,
      in digital form, in graphic form, electronically stored, orally
      transmitted or memorized, concerning or relating to Employer, all
      information about Employer’s business prospects and opportunities, and all
      other information about or gained from any customer or client to which
      Employer provides services during the Optionee’s employment with
      Employer.  This clause shall not apply to any Confidential
      Information which enters the public domain other than through the
      Optionee’s default.




8.2.  No Inducement or Employment
of Other Optionees.  During the Optionee’s employment with
Employer and for one (1) year thereafter, or, if the Optionee is subject to an
employment agreement that contains a similar provision, the period set forth in
such employment agreement, the Optionee hereby agrees not to induce, employ,
solicit the employment of, attempt to affiliate for profit with, or otherwise
encourage, directly or indirectly, any employee of, or any independent
contractor performing services for, Employer, to leave the employ of, or to
cease rendering services to Employer, for the benefit of the Optionee, or any
other party, or to assist any enterprise to employ any person employed by or any
independent contractor performing services for Employer.




8.3.  Non-Solicitation,
Non-Competition.




8.3.1
            Sections
      8.3.2 and 8.3.3 shall be applicable only to those Optionees who are not
      parties to any other non-competition and/or non-solicitation agreements,
      contracts, or covenants with the Employer as of the effective date of this
      Agreement.  Nothing in Section 8.3 shall be deemed to supersede,
      alter, or otherwise limit any non-competition and/or non-solicitation
      agreements, contracts or covenants with the Employer to which Optionee is
      otherwise subject as of the effective date of this
    Agreement.




8.3.2
            Subject
      to the conditions set forth in Section 8.3.1, during the Optionee’s
      employment with Employer and for one (1) year thereafter, or, if the
      Optionee is subject to an employment agreement that contains a similar
      provision, the period set forth in such employment agreement, the Optionee
      hereby agrees to refrain from, directly or indirectly, accepting business
      from, doing business with, inducing or soliciting any customers or vendors
      of Employer, to or on behalf of whom the Optionee rendered any services
      during the course of the Optionee’s employment with Employer, except as
      authorized in writing by Employer.




8.3.3
            Subject
      to the conditions set forth in Section 8.3.1, during the Optionee’s
      employment with Employer and for one (1) year thereafter, or, if the
      Optionee is subject to an employment agreement that contains a similar
      provision, the period set forth in such employment agreement, the Optionee
      will not, directly or indirectly, as an individual proprietor, partner,
      stockholder, officer, employee, director, joint venturer, investor,
      lender, consultant, or in any other capacity (other than as the direct or
      indirect passive holder of not more than one percent (1%) of the combined
      voting power of the outstanding stock of a publicly held company) (a) have
      any interest in or association with any business competitive with any
      business of Employer or (b) develop, market, sell or render (or assist any
      other person in developing, marketing, selling or rendering) products or
      services competitive with those developed, marketed, sold or rendered by
      Employer while the Optionee was employed by
  Employer.




9.  Non-transferability.




9.1.  Except as
provided in Section 9.2 below, this Stock Option, and any rights or interests
therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise
disposed of in any way at any time by the Optionee (or any beneficiary(ies) of
the Optionee), other than by testamentary disposition by the Optionee or by the
laws of descent and distribution, (ii) shall not be pledged or encumbered in any
way at any time by the Optionee (or any beneficiary(ies) of the Optionee) and
(iii) shall not be subject to execution, attachment or similar legal
process.  Any attempt to sell, exchange, pledge, transfer, assign,
encumber or otherwise dispose of this Stock Option, or the levy of any
execution, attachment or similar legal process upon this Stock Option, contrary
to the terms of this Agreement and/or the Plan, shall be null and void and
without legal force or effect.




9.2.  During
the Optionee’s lifetime, the Optionee may, with the consent of the Committee,
transfer without consideration all or any portion of this Stock Option to one or
more members of his or her Immediate Family, to a trust established for the
exclusive benefit of one or more members of his or her Immediate Family, to a
partnership in which all the partners are members of his or her Immediate
Family, or to a limited liability company in which all the members are members
of his or her Immediate Family.  For purposes of this Agreement,
“Immediate
Family” means the Optionee’s children, stepchildren, grandchildren,
parents, stepparents, grandparents, spouse, siblings (including half-brothers
and half-sisters), in-laws, and all such relationships arising because of legal
adoption; provided, however, that any
such Immediate Family, or any such trust, partnership and limited liability
company, shall agree to be and shall be bound by the terms and provisions of
this Agreement and the Plan.




10.  Entire
Agreement; Amendment.  This Agreement,
together with the Plan contains the entire agreement between the parties hereto
with respect to the subject matter contained herein, and supersedes all prior
agreements or prior understandings, whether written or oral, between the parties
relating to such subject matter.  The Committee shall have the right,
in its sole discretion, to modify or amend this Agreement from time to time in
accordance with and as provided in the Plan.  This Agreement may also
be modified or amended by a writing signed by both the Company and the
Optionee.  The Company shall give written notice to the Optionee of
any such modification or amendment of this Agreement as soon as practicable
after the adoption thereof.




11.  Acknowledgment
of Employee.  The award of this
Option does not entitle Optionee to any benefit other than that granted under
this Agreement.  Any benefits granted under this Agreement are not
part of the Optionee’s ordinary salary, and shall not be considered as part of
such salary in the event of severance, redundancy or
resignation.  Optionee understands and accepts that the benefits
granted under this Agreement are entirely at the discretion of the Company and
that the Company retains the right to amend or terminate this Agreement and the
Plan at any time, at its sole discretion and without notice.




12.  Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, without reference to the principles of conflict of laws
thereof.




13.  Withholding
of Tax.  The Company shall
have the power and the right to deduct or withhold, or require the Optionee to
remit to the Company, an amount sufficient to satisfy any federal, state, local
and foreign taxes of any kind (including, but not limited to, the Participant’s
FICA and SDI obligations in the U.S.) which the Committee, in its sole
discretion, deems necessary to be withheld or remitted to comply with any tax
law and/or any other applicable law, rule or regulation with respect to the
Stock Option (or exercise thereof) and, if the Optionee fails to do so, the
Company may otherwise refuse to issue or transfer any Option Shares otherwise
required to be issued pursuant to this Agreement.




14.  No Right
to Employment.  Any questions as
to whether and when there has been a termination of such employment and the
cause of such termination shall be determined in the sole discretion of the
Committee.  Nothing in this Agreement shall interfere with or limit in
any way the right of Employer to terminate the Optionee’s employment or service
at any time, for any reason and with or without cause.




15.  Notices.  Any Exercise
Notice or other notice which may be required or permitted under this Agreement
shall be in writing, and shall be delivered in person or via facsimile
transmission, email, overnight courier service or certified mail, return receipt
requested, postage prepaid, properly addressed as follows:




15.1.  If such
notice is to the Company, to the attention of the General Counsel of the Company
or at such other address as the Company, by notice to the Optionee, shall
designate in writing from time to time.




15.2.  If such
notice is to the Optionee, at his or her email or home address as shown on the
Company’s records, or at such other address as the Optionee, by notice to the
Company, shall designate in writing from time to time.




16.  Compliance
with Laws.  The issuance of
this Stock Option (and the Option Shares upon exercise of this Stock Option)
pursuant to this Agreement shall be subject to, and shall comply with, any
applicable requirements of any foreign and U.S. federal and state securities
laws, rules and regulations (including, without limitation, the provisions of
the Securities Act of 1933, as amended, the 1934 Act and any respective rules
and regulations promulgated thereunder) and any other law or regulation
applicable thereto.  The Company shall not be obligated to issue this
Stock Option or any of the Option Shares pursuant to this Agreement if any such
issuance would violate any such requirements.




17.  Binding
Agreement; Assignment.  This Agreement
shall inure to the benefit of, be binding upon, and be enforceable by the
Company and its successors and assigns.  The Optionee shall not assign
(except as provided by Section 7 hereof) any part of this Agreement without the
prior express written consent of the Company.




18.  Headings.  The titles and
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of this
Agreement.




19.  Further
Assurances.  Each party hereto
shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates,
instruments and documents as either party hereto reasonably may request in order
to carry out the intent and accomplish the purposes of this Agreement and the
Plan and the consummation of the transactions contemplated
thereunder.




20.  Severability.  The invalidity or
unenforceability of any provisions of this Agreement in any jurisdiction shall
not affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
any provision of this Agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder shall be enforceable to
the fullest extent permitted by law.







______________________________________________


Optionee
Name








______________________________________________


Optionee
Signature








______________________


Date