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         SOLUTIA INC. MANAGEMENT INCENTIVE REPLACEMENT PLAN


I.   Purpose of the Plan

The purpose of the Solutia Inc. Management Incentive Replacement Plan
(the "Plan") is to provide for the issuance and administration of
certain awards relating to the common stock of Solutia Inc., a Delaware
corporation, (the "Company") issued to certain employees and officers of
Monsanto Company ("Monsanto"), the Company, Subsidiaries, and Associated
Companies in connection with the distribution by Monsanto to its
stockholders of all of the issued and outstanding common stock of the
Company (the "Distribution").

II.  Definitions

Except where the context otherwise indicates, the following definitions
apply:

"Adjusted Monsanto Stock Option" means a Monsanto Stock Option which, as
a result of the Distribution, has been adjusted by the Monsanto ECDC as
to its exercise price and/or the number of shares of Monsanto Common
Stock it covers.

"Associated Company" means any corporation (or partnership, joint
venture, or other enterprise) of which the Company owns or controls,
directly or indirectly, 10% or more, but less than 50% of the
outstanding shares of stock normally entitled to vote for the election
of directors (or comparable equity participation and voting power).

"Award" means any Stock Option, Restricted Shares, or other award
granted under this Plan.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the ECDC, or its permitted delegate.

"Company Common Stock" means the common stock of the Company, $0.01 par
value.

"Company Ratio" means the amount obtained by dividing (i) the average of
the daily high and low trading prices on the NYSE Composite Tape, as
reported in The Wall Street Journal, for the Monsanto Common Stock with
due bills on each of the five trading days prior to the Distribution
Date by (ii) the average of the daily high and low trading prices on the
NYSE Composite Tape, as reported in The Wall Street Journal, for the
Company Common Stock on a when-issued basis on each of such five trading
days.



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"Company Stock Option" means a Stock Option granted pursuant to Section
VI of this Plan.

"Compensation Committee" means one or more committees appointed by the
ECDC composed of one or more senior managers of the Company or a
Subsidiary to whom the ECDC may delegate its powers (or a portion
thereof) to administer this Plan pursuant to Section IV.A. of this Plan.

"Distribution Date" means the effective date of the Distribution.

"ECDC" means the Executive Compensation and Development Committee or
such other committee consisting of two or more members of the Board as
may be appointed by the Board to administer this plan pursuant to
Section IV of this Plan.

"Eligible Participant" means an officer or other salaried employee
(including a director who is a salaried employee) of the Company, a
Subsidiary, or an Associated Company, or an officer of other salaried
employee (including a director who is a salaried employee) of Monsanto,
who, on the Distribution Date, holds an outstanding Monsanto Stock
Option or on the Record Date has issued and outstanding in his or her
name Monsanto Restricted Stock.

"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

"Fair Market Value" means, with respect to any given day, the average of
the high and low trading prices of a share of stock reported as the New
York Stock Exchange-Composite Transactions for such day, or if the stock
was not traded on the New York Stock Exchange on such day, then on the
next preceding day on which the stock was traded, all as reported by The
Wall Street Journal under the heading New York Stock Exchange-Composite
Transactions or by such other source as the Committee may select.

"Monsanto Common Stock" means the common stock of Monsanto, $2.00 par
value.

"Monsanto ECDC" means the Executive Compensation and Development
Committee of the board of directors of Monsanto.

"Monsanto Plan" means the Monsanto Management Incentive Plan of 1984, as
amended; the Searle Monsanto Stock Option Plan of 1986, as amended; the
Monsanto Management Incentive Plan of 1988/I, as amended; the Monsanto
Management Incentive Plan of 1988/II, as amended; the NutraSweet/
Monsanto Stock Plan of 1991, as amended; the NutraSweet/Monsanto Stock
Plan of 1994, as amended; the Monsanto Management Incentive Plan of
1994, as amended; the Searle/Monsanto Stock Plan of 1994, as amended; or
the Monsanto Management Incentive Plan of 1996, as amended.



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"Monsanto Restricted Stock" means a share of Monsanto Common Stock
granted pursuant to a Monsanto Plan that is subject to restrictions
under such plan on the Record Date.

"Monsanto Stock Option" means a Stock Option to purchase Monsanto Common
Stock granted under a Monsanto Plan which, on the Distribution Date, is
outstanding and unexercised and held by an officer or salaried employee
of Monsanto, the Company, a Subsidiary, or an Associated Company.

"Participant" means an Eligible Participant who is granted an Award
under the Plan.

"Record Date" means August 20, 1997.

"Reporting Person" means a person subject to the reporting requirements
of Section 16(a) of the Exchange Act (or any law, rule, regulation or
other provision that may replace such statute) with respect to Shares.

"Restricted Shares" means Shares that were distributed as part of the
Distribution that are subject to restrictions in accordance with Section
VII of this Plan.

"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act or any successor rule or regulation thereto as in effect from time
to time.

"SEC" means the Securities and Exchange Commission.

"Shares" means shares of  Company Common Stock and any shares of stock
or other securities received as a result of a Share adjustment as the
Committee may at any time designate.

"Stock Option" or "Option" means a stock option which is not an
incentive stock option under Section 422 of the Code.

"Subsidiary" means any corporation (or partnership, joint venture, or
other enterprise) of which the Company owns or controls, directly or
indirectly, 50% or more of the outstanding shares of stock normally
entitled to vote for the election of directors (or comparable equity
participation and voting power).

"Termination of Employment" means the discontinuance of employment of a
Participant for any reason other than a Transfer or, with respect to a
Participant employed by Monsanto, other than a Transfer or a transfer to
the Company, its Subsidiary, or Associated Company in connection with
the Distribution.

"Transfer" means, (i) for the purpose of a Company Stock Option or
Restricted Shares held by a Participant employed by the Company, a
Subsidiary, or an Associated Company, a change of employment of a
Participant within the group consisting of the



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Company and its Subsidiaries, or, if the Committee so determines, a
change of employment of a Participant within the group consisting of the
Company, its Subsidiaries and Associated Companies and (ii) for the
purpose of a Company Stock Option or Restricted Shares held by a
Participant employed by Monsanto a change of employment as set forth in
the associated Adjusted Monsanto Stock Option or Monsanto Plan.

III. Effective Date and Duration

This Plan shall become effective as of the Distribution Date.  Subject
to Section V.B., no Award shall be granted under the Plan except the
Awards provided for in Sections VI and VII.  Awards granted hereunder
shall continue until their respective expiration dates.

IV.  Administration of the Plan

     A.   The Plan shall be administered by the ECDC, except to the
extent that the ECDC delegates administration pursuant to this section.
The ECDC may delegate all or a portion of the administration of this
Plan to one or more Compensation Committees and may authorize further
delegation by the Compensation Committee(s) to senior managers of the
Company or its Subsidiaries, provided that determinations regarding any
Award to a Reporting Person shall be made only by the ECDC.  No person
shall be eligible or continue to serve as a member of the ECDC unless
such person is (i) a "non-employee director" within the meaning of Rule
16b-3 and (ii) an "outside director" within the meaning of Section
162(m) of the Code.

     B.   Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority
to interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; establish, amend, suspend or
waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and make any
other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.  The
Committee shall have no discretion relating to the timing, price and
size of Awards granted under the Plan, which shall be determined in
accordance with the provisions of Sections VI and VII.  Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or
any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon the
Company, any Subsidiary or Associated Company, any Participant, any
beneficiary of any Award, and any stockholder of the Company.  The
authority of the Committee to administer, interpret, amend, alter,
adjust, suspend, discontinue, or terminate, in accordance with the
provisions of the Plan, any Award or to waive any conditions or rights
under any Award shall extend until the expiration date of such Award.

     C.   Notwithstanding any other provision of the Plan, the
Committee shall have authority to determine for purposes of any Award
that (a) is outstanding as of the date that



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the Company sells any business, or its interest in any business, to
Monsanto Company and (b) is held by a Participant who in connection with
such sale becomes an employee of Monsanto Company (or a subsidiary or
associated company of Monsanto Company) rather than an employee of the
Company (or a Subsidiary or Associated Company of the Company), such
change of employment shall not constitute a Termination of Employment.
With respect to any such Award held by any such Participant, Termination
of Employment shall mean such Participant's discontinuance of employment
for any reason other than a transfer (that is, a change of employment
within the group consisting of Monsanto Company, its subsidiaries, its
associated companies).  For purposes of this Section IV. C, a subsidiary
of Monsanto Company means any corporation (or partnership, joint
venture, or other enterprise) of which Monsanto Company owns or
controls, directly or indirectly, 50% or more of the outstanding shares
of stock normally entitled to vote for the election of directors (or
comparable equity participation and voting power), and an associated
company of Monsanto Company means any corporation (or partnership, joint
venture, or other enterprise), of which Monsanto Company owns or
controls, directly or indirectly, 10% or more, but less than 50% of the
outstanding shares of stock normally entitled to vote for the election
of directors (or comparable equity participation and voting power).

V.   Shares Subject to the Plan

     A.   Subject to adjustment as provided in Section V.C. the number
of Shares with respect to which Awards may be granted under the Plan
shall be such number of Shares as results from the application of the
formulas set forth in Sections VI and VII.  If, after the effective date
of the Plan, an Award granted under the Plan expires or is exercised,
forfeited, cancelled or terminated without the delivery of Shares, then
the Shares covered by such Award or to which such Award relates, or the
number of Shares otherwise to which Awards may be granted, to the extent
of any such expiration, exercise, forfeiture, cancellation or
termination, shall not thereafter be available for grants or Awards
under the Plan.

     Any Shares delivered pursuant to an Award may consist of
authorized and unissued Shares, Shares held in the Company's treasury,
or Shares acquired in the open market or otherwise obtained by the
Company.

     B.   Notwithstanding any other provisions of this Plan, the
Committee is authorized to take such action as it determines to be
necessary or advisable, and fair and equitable to Participants, with
respect to Awards in the event of: a merger of the Company with,
consolidation of the Company into, or the acquisition of the Company by,
another corporation; a sale or transfer of all or substantially all of
the assets of the Company to another corporation or any other person or
entity; a separation from the Company, including any spinoff or other
distribution to stockholders other than an ordinary cash dividend; a
tender or exchange offer for Shares made by any corporation, person or
entity (other than the Company); or other reorganization in which the
Company will not survive as an independent, publicly owned corporation.
Such action may include



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(but shall not be limited to) establishing, amending or waiving the
forms, terms, conditions and duration of Stock Options, Awards of
Restricted Shares and other Awards so as to provide for earlier, later,
extended or additional times for exercise or payments, differing methods
for calculating payments, alternate forms and amounts of payment,
accelerated release of restrictions or other modifications.  The
Committee may take such actions pursuant to this Section V.B. by
adopting rules and regulations of general applicability to all
Participants or to certain categories of Participants, by including,
amending or waiving terms and conditions in Awards (including, without
limitation, agreements with respect to Restricted Shares), or by taking
action with respect to individual Participants.  The Committee may take
such actions as part of the Awards, or before or after the public
announcement of any such merger, consolidation, acquisition, sale or
transfer of assets, separation, tender or exchange offer or other
reorganization.

     C.   In the event that at any time or from time to time after the
Effective Date a stock dividend, stock split, recapitalization, merger,
consolidation, or other change in capitalization, or a sale by the
Company of all or part of its assets, or a separation from the Company,
including any spinoff or other distribution to stockholders other than
an ordinary cash dividend, results in (a) the outstanding Shares, or any
securities exchanged therefor or received in their place, being
exchanged for a different number or class of shares of stock or other
securities of the Company, or for shares of stock or other securities of
any other corporation; or (b) new, different or additional shares or
other securities of the Company or of any other corporation being
received by the holders of outstanding Shares, then,

          (i)   the total number of Shares authorized for Awards under this
                Plan;

          (ii)  the number and class of Shares (A) that may be subject to
                Stock Options, (B) which have not been issued or transferred
                under outstanding Stock Options, and (C) which have been
                awarded but are undelivered under this Plan; and

          (iii) the purchase price to be paid per Share under outstanding
                Stock Options

shall in each case be appropriately adjusted by the Committee in its
discretion.

VI.  Stock Options

     A.   As soon as practicable following the Distribution Date, each
Eligible Participant shall receive a Company Stock Option in accordance
with the following:

          1.   Each officer or salaried employee of the Company or a
Subsidiary or Associated Company on the Distribution Date who holds an
outstanding Monsanto Stock Option granted during calendar year 1997
shall receive as replacement for such Monsanto Stock Option a Company
Stock Option (i) with respect to a number Shares



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equal to the number of shares subject to such Monsanto Stock Option
immediately before such replacement, times the Company Ratio (and then,
if any resultant fractional share of Company Common Stock exists,
rounded up to the nearest whole Share), and (ii) with a per-share
exercise price equal to the per-share exercise price of such Monsanto
Stock Option immediately before such replacement, divided by the Company
Ratio (and then, if necessary, rounded down to the nearest whole cent).

          2.   Each Eligible Participant other than those listed on
Schedule I hereto, who holds an outstanding Monsanto Stock Option
granted prior to calendar year 1997 shall receive as replacement for
such Monsanto Stock Option (in addition to an Adjusted Monsanto Stock
Option from Monsanto) a Company Stock Option (i) with respect to a
number of Shares equal to one-fifth of the number of shares of Monsanto
Common Stock subject to the Monsanto Stock Option (and then, if
necessary, rounded up to the nearest whole share), and (ii) with a per-
share exercise price equal to the per-share exercise price of such
Monsanto Stock Option immediately before such replacement divided by the
Company Ratio (and then, if necessary, rounded down to the nearest whole
cent).

          3.   Each officer or salaried employee of the Company or a
Subsidiary or Associated Company listed on Schedule I hereto who holds
an outstanding Monsanto Stock Option granted prior to calendar year 1997
shall receive as replacement for such Monsanto Stock Option (in addition
to an Adjusted Monsanto Stock Option from Monsanto) a Company Stock
Option (i) with respect to a number of Shares equal to the number of
shares of Monsanto Common Stock subject to such Monsanto Stock Option
times the Company Ratio times 0.24 (and then, if any resultant
fractional share of Company Common Stock exists, rounded up to the
nearest whole share), and (ii) with a per-share exercise price equal to
the per-share exercise price of such Monsanto Stock Option immediately
before such replacement divided by the Company Ratio (and then, if
necessary, rounded down to the nearest whole cent).

          4.   The terms and conditions of each Company Stock Option
issued pursuant to this Section VI shall be the same as those of the
Monsanto Stock Option it replaces, except as otherwise specifically
provided in this Section VI and except that, (i) with respect to Company
Options held by Participants employed by the Company, its Subsidiaries
and Associated Companies, references to employment with or Termination
of Employment with Monsanto, its subsidiaries, and its associated
companies shall be changed to references to employment with or
Termination of Employment with the Company, its Subsidiaries, and
Associated Companies, and, (ii) in the case of Company Options held by
any Participants, other references to Monsanto shall be changed to
references to the Company as appropriate.  The Company may, in its
discretion, adjust any associated performance goals as may be
appropriate to reflect the effects of the Distribution.

          5.   Notwithstanding the foregoing provisions of this
Section VI, the number of Shares subject to a Company Stock Option
issued to an individual listed on



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Schedule II hereto shall be rounded to the nearest whole Share (whether
up or down) rather than up to the nearest whole Share.

VII. Restricted Shares

Holders of unvested Monsanto Restricted Stock who are employees of the
Company, its Subsidiaries, its Associated Companies, or Monsanto on the
Distribution Date shall have issued in their name by operation of law a
number of Restricted Shares equal to one-fifth the number of shares of
Monsanto Restricted Stock issued and outstanding in their name on the
Record Date.  The Restricted Shares shall have the same remaining
vesting period and other terms and conditions contained in the related
Monsanto Restricted Stock agreement and shall vest to the same extent
and at the same rate as the shares of Monsanto Restricted Stock from
which they were derived, with such changes and modifications as
necessary to substitute the Company for Monsanto as the issuer of the
Restricted Shares.

VIII. Amendments to Plan and Awards

The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
stockholder approval if such approval is necessary to comply with any
tax or regulatory requirement.  No amendment to or discontinuance of
this Plan or any provision thereof by the Board or the stockholders of
the Company shall, without the written consent of the Participant,
adversely affect any Stock Option or Restricted Shares theretofore
granted to such Participant under this Plan.  Notwithstanding anything
to the contrary contained herein, the Committee may amend the Plan in
such manner, or in its discretion grant such substitute Awards under the
Plan, as may be necessary to conform with local rules and regulations in
any jurisdiction outside the United States.

IX.  Miscellaneous

     A.   Nothing contained in the Plan shall prevent the Company from
adopting or continuing in effect other compensation arrangements, which
may, but need not, provide for the grant of Options, restricted stock,
and other types of awards provided for hereunder, and such arrangements
may be either generally applicable or applicable only in specific cases.

     B.   The grant of any Award shall not be construed as giving a
Participant the right to be engaged or employed by or retained in the
employ of the Company or any Subsidiary or Associated Company.

     C.   The validity, construction, and effect of the Plan, and of
any rules and regulations relating to the Plan, shall, to the extent not
governed by federal law, be determined in accordance with the laws of
the State of Delaware.



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     D.   If any provision of the Plan or any Award is or becomes or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction
or as to any Participant, other person, or Award, or would disqualify
the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without
in the determination of the Committee, materially altering the intent of
the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Participant, other person, or Award and the remainder of
the Plan and any such Award shall remain in full force and effect.

     E.   Nothing contained herein shall require the Company to
segregate any monies from its general funds, or to create any trusts, or
to make any special deposits for any immediate or deferred amounts
payable to any Participant.

     F.   No shares of Restricted Stock shall be sold, exchanged,
transferred, pledged, or otherwise disposed of during the restricted
period.  No Stock Options granted under this Plan shall be transferable
by a Participant otherwise than by will, by the laws of descent and
distribution, or pursuant to a written beneficiary designation.  If any
Participant makes a transfer in violation hereof, any obligation of the
Company with respect to such Stock Option shall forthwith terminate.

     G.   It shall be a condition to the obligation of the Company to
deliver Shares upon the exercise of a Stock Option or upon the vesting
of Restricted Stock that the Participant pay to the Company cash in an
amount equal to all federal, state, local and foreign withholding taxes
required to be collected in respect thereof.  Notwithstanding the
foregoing, to the extent permitted by law and pursuant to such rules as
the Committee may adopt, a Participant may authorize the Company to
satisfy any such withholding requirement by directing the Company to
withhold from any shares of Company Common Stock to be issued, or of
Restricted Shares to become unforfeitable, all or a portion of such
number of shares as shall be sufficient to satisfy the withholding
obligation.

     H.   Shares purchased upon exercise of a Stock Option shall be
paid for in such amounts, at such times and upon such terms as specified
in the grant of the Option or as determined from time to time by the
Committee.  Without limiting the foregoing, and subject to such rules as
the Committee may adopt, the Participant may deliver Shares (or other
evidence of ownership of Shares satisfactory to the Company) with a Fair
Market Value equal to the exercise price as payment.


As amended 4/28/99