----

----

| X                              | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934           |
|--------------------------------|------------------------------------------------------------------------------------------------|
|                           |                                                                                           |
|                           | For the fiscal year ended December 31, 2011                                                    |
|       |
|                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  |
|                           |                                                                                           |
|                           | For the transition period from __________ to __________Commission file number 001-13255        |

| SOLUTIA INC.(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                                        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Delaware(State or other jurisdiction ofincorporation or organization)                                                                                                                                                                                                                                                                                                                                     | 43-1781797(I.R.S. EmployerIdentification No.) |
|                                                                                                                                                                                                                                                                                                                                                                                                      |
| 575 Maryville Centre Drive, P.O. Box 66760, St. Louis, Missouri  63166-6760 (Address of principal executive offices)                                          (Zip Code) |

|  Title of each class                             |  Name of each exchange on which registered       |
|---------------------------------------------------------------------------|-------------------------------------------------------|
|   $.01 par value Common Stock                                   |      New York Stock Exchange |
|  Preferred Stock Purchase Rights       |      New York Stock Exchange |
|   Warrants, each exercisable for one share of Common Stock      |      New York Stock Exchange |

----

----

|  Name and Age of Director  | Director Biographical Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Jeffry N. Quinn, age 53              | Mr. Quinn serves as our President, Chief Executive Officer and Chairman of the Board.  Mr. Quinn joined Solutia in January 2003 as Senior Vice President, General Counsel and Secretary.  Mr. Quinn became Chief Restructuring Officer in June 2003.  Mr. Quinn became our President and CEO and a director in May 2004 and was elected Chairman of the Board in February 2006.  Prior to joining Solutia, Mr. Quinn was Executive Vice President of Premcor, Inc., one of the nation’s largest independent oil refiners in the United States, which prior to its going public, was in the portfolio of companies held by The Blackstone Group.  (Premcor was subsequently acquired by Valero Energy Corporation.)  Mr. Quinn’s responsibilities included legal, human resources, governmental and public affairs and strategic planning functions and he was instrumental in taking the company public in April 2002.  Before joining Premcor, Mr. Quinn served as Senior Vice President, General Counsel and Secretary of Arch Coal, Inc., the nation’s second largest coal producer.  There he was a member of the management team that grew the company through acquisitions from a small privately held entity to a publicly traded company.  Mr. Quinn is imminently qualified to serve as director with senior level executive leadership experience in diverse industries and broad experience in a wide range of functional areas, including strategic planning, mergers and acquisitions, human resources, and legal and governmental affairs.  He also has extensive experience in board process and governance.  Under Mr. Quinn’s guidance and direction, our Company was restructured through the bankruptcy process and transformed into a premier specialty chemical company.  Mr. Quinn joined the board of directors of Tronox Incorporated upon its emergence from Chapter 11 bankruptcy proceedings on February 14, 2011, and is Chairman of its Compensation Committee.  Tronox Incorporated is the world’s third largest producer and marketer of titanium dioxide pigment.  Mr. Quinn also served as a director of Tecumseh Products Company from August 2007 until August 2009.  |
| William T. Monahan, age 64      | Mr. Monahan is the retired Chairman and Chief Executive Officer of Imation Corporation, a developer, manufacturer and marketer of data storage and imaging products and a spin off from 3M Company, where he served in that capacity from 1996 to 2004.  Mr. Monahan served as a director from January 2005 and Chairman of the Board and interim CEO from August 2006 to 2007 of Novelis Inc., a manufacturer of aluminum and a spin off of Alcan Aluminum.  Mr. Monahan is a director of Hutchinson Technology, Inc., where he serves as the Chairman of the Compensation Committee and a member of the Nominating and Governance Committee, Mosaic Company, where he serves as the Chairman of the Compensation Committee and a member of the Audit and Executive Committees and Pentair, Inc. where he serves as lead director and a member of the Compensation and Nominating and Governance Committees.  Our Governance Committee believes Mr. Monahan’s diverse and far-ranging executive and operational experience as a CEO of turnaround companies well prepares and qualifies him to serve as Solutia’s lead director and member of our Executive Compensation and Development Committee and Governance Committee.  Mr. Monahan joined our Board in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

| Robert K. deVeer, Jr., age 65  | Mr. deVeer serves as President of deVeer Capital LLC, a private investment company which he founded in 1996.  From May 1995 until December 1996, Mr. deVeer served as Head of Industrial Group at New York-based Lehman Brothers. From 1973 to 1995, he held positions of increasing responsibility at New York-based CS First Boston, including Head of Project Finance, Head of Industrials and Head of Natural Resources. He was a managing director, member of the investment banking committee and a trustee of the First Boston Foundation.  Mr. deVeer brings to our Board over twenty-five years of extensive experience and knowledge of international banking and finance and complex mergers and acquisitions.  The Governance Committee believes Mr. deVeer’s long-term experience with and understanding of the credit markets, analyzing risk and performing financial strategic planning are particularly helpful as the Company works to restructure its post-emergence capital structure and to explore growth opportunities.  Mr. deVeer has also served since 1998 as a director of Palatin Technologies, Inc. where he is the Chairman of its Audit Committee.  This experience also provides valuable insights for his service as a member of our Audit and Executive Compensation and Disclosure Committees.  Mr. deVeer joined our Board in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| James P. Heffernan, age 66     | Mr. Heffernan brings decades of significant business experience to our board.  Currently, he serves as a member of the board of directors of United Natural Foods, Inc., a leading distributor of natural and organic foods and of Command Security Corporation, a provider of uniformed security officers, aviation security services and support security services to commercial, financial, industrial, aviation and governmental customers throughout the United States.  Mr. Heffernan also serves as Vice Chairman and as a Trustee of the New York Racing Association, which is the governing body for thoroughbred racing at Belmont, Aqueduct and Saratoga.  Previously, Mr. Heffernan served as President of WHR Management Corp. and as General Partner and President of Whitman Heffernan & Rhein Workout Funds, an investment banking firm specializing in corporate reorganizations.  From 1993 to 2000, Mr. Heffernan served as Chief Financial Officer, Chief Operating Officer and as a Director of Danielson Holding Corporation, which had ownership interests in a number of insurance and trust operations.  From 1993 until 2000, Mr. Heffernan served as a Director and as Chairman of the Finance Committee of Columbia Energy Group, a vertically integrated gas company with several billion dollars of annual revenues and assets (which was acquired by NiSource in November 2000).  The totality of his professional experience, together with his other board service has provided him with the background and experience of board processes, function, compensation practices and oversight of management which is valuable to the Board, the Audit Committee and in his role as Chairman of the Executive Compensation and Development Committee.  Mr. Heffernan has been a director since 2008.  |

----

| Edgar G. Hotard, age 68       | Mr. Hotard has been an independent consultant/investor since 1999 when he retired as President and Chief Operating Officer of Praxair, Inc., a leading producer and distributor of specialty gases.  Under his leadership, Praxair’s global sales more than doubled to $5 billion, and the company executed a successful expansion into the Asia Pacific region.  In 1992, Mr. Hotard co-led the spin-off of Praxair from Union Carbide Corporation, where he served as Corporate Vice President.  Since September 2004, he has served as a Venture Partner of ARCH Venture Partners and, since October 2010, as a Partner at Hao Capital, a private equity firm based in Hong Kong and Beijing, China, investing growth capital in Chinese firms.  Since March 2000, he has served as an advisor to the Monitor Group, a global strategy consulting firm, for their Asian practice and as the Chairman of the Monitor Group (China).  Mr. Hotard is the Monitor Group’s representative to the China Business Council for Sustainable Development. Mr. Hotard also serves as a director of Albany International Corporation, the world’s leading maker of paper machine clothing, where he serves as Chairman of its Audit Committee and member of its Nominating and Governance Committee.  He also serves as a director of Shona Energy Company, an international oil an gas exploration, development and acquisition company, where he serves as chairman of the Audit Committee.  Prior to its merger into Technip, Mr. Hotard served as lead director, of Global Industries, Ltd., where he also served as a member of its Nominating & Governance and Technical, Safety, Health & Environment Committees.  The merger was effective December 1, 2011.   Mr. Hotard was a founding sponsor of the China Economic and Technology Alliance and of a joint MBA program between Renmin University, Beijing and the School of Management, State University of Buffalo, New York.  Mr. Hotard has extensive experience in assisting non-Chinese companies to develop their businesses and business relationships in China.  His extensive background and first hand experience in China is valuable to the board as the board oversees our efforts to develop our growing presence in China and the surrounding region.  Additionally, his executive and operational experience provide insights that are valuable to the board and to the Governance and Risk Committees on which he serves.  Mr. Hotard has been a director since 2011.  |
|------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| W. Thomas Jagodinski, age 55  | Mr. Jagodinski retired as President, Chief Executive Officer and director of Delta and Pine Land Company, a multi-national cotton and soybean planting seed company.  Mr. Jagodinski spent sixteen years with Delta and Pine Land Company, working his way through increasing levels of responsibility, from Corporate Controller and Treasurer to Vice President, Finance, Treasurer, and then Senior Vice President and Chief Financial Officer prior to becoming President and CEO.  Before joining Delta Pine and Land Company, Mr. Jagodinski held senior positions in public accounting firms.  Mr. Jagodinski serves as a director of Lindsay Corporation, where he is also Chairman of the Audit Committee and a director of Phosphate Holdings Inc., where he is Chairman of the Board.  The Governance Committee finds Mr. Jagodinski’s financial and auditing background to be extremely helpful to the board and suited to his role as Chairman of our Audit Committee.  Mr. Jagodinski brings to us previous experience as a Chief Financial Officer, and Audit Committee chair of a public company, uniquely qualifying him to serve as our Audit Committee Chairman and as a member of the Risk Committee. Mr. Jagodinski has been a director since 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

| Robert A. Peiser, age 64  | Mr. Peiser is involved in active service on corporate and not-for-profit boards.    Mr. Peiser serves as a director of USA Truck Inc., where he serves as a member of the Compensation and Governance Committees and Team Inc., where he serves as a member of the Compensation and Executive Committees.  During the last five years, but not currently, he also served as a director of Omniflight Helicopters, Inc., Imperial Sugar and the Signature Group Holdings, Inc.  Our Governance Committee believes Mr. Peiser’s diverse executive and board experience provides him with key skills in working with directors, and understanding board processes and functions.  Furthermore, Mr. Peiser is the immediate past Chairman of the Board and continues to serve on the board of the Texas TriCities Chapter of the National Association of Corporate Directors (“NACD”).  His work with the NACD contributes to his being a valuable resource to our Board and our Governance Committee where he serves as Chairman, in the area of corporate governance best practices.  Mr. Peiser is also a member of our Risk Committee.  Mr. Peiser has been a director since 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| William C. Rusnack, age 67     | Mr. Rusnack is a private investor.  Our Governance Committee believes Mr. Rusnack’s varied executive experiences, including his diversified background in managing and directing companies gives him superior qualifications and skills to serve as a Director.  Mr. Rusnack served as President and Chief Executive Officer and a director of Premcor, Inc., one of the largest independent oil refiners in the United States.  (Premcor was subsequently acquired by Valero Energy Corporation.)  Prior to joining Premcor, Mr. Rusnack was President of ARCO Products Company, the refining and marketing division of Atlantic Richfield Company.  During his 31-year career with ARCO, he was also President of ARCO Transportation Company and Vice President of Corporate Planning and Senior Vice President, Marketing and Employee Relations.  In addition to Mr. Rusnack’s broad-based executive experience, he has gained significant experience with other companies through his board service as a director of three public companies.  Mr. Rusnack has served since 2001 as a director of Sempra Energy, an energy services holding company.  He currently serves as its Lead Director and as a member of its Corporate Governance and Executive Committee and Chairman of its Compensation Committee.  Mr. Rusnack has also been a director since 2002 of Peabody Energy Corporation where he serves as Chairman of the Audit Committee and a member of the Executive Committee.  Additionally, since 1997, Mr. Rusnack has served as a director of Flowserve Corporation, one of the world’s leading providers of fluid motion and control products and services, where he currently  serves as Chairman of the Organization and Compensation Committee and a member of the Corporate Governance and Nominating Committee.  He is a member of the American Petroleum Institute, the Dean’s Advisory Council of the Graduate School of Business at the University of Chicago and the National Council of the Olin School of Business at Washington University in St. Louis.  His extensive board service with key leadership positions, provides him with substantial insights that are valuable to our Board.  Mr. Rusnack is a member of our Executive Compensation and Development Committee and Audit Committee and has been a director since 2010.  |

----

| Gregory C. Smith, age 60  | Mr. Smith is Principal of Greg C. Smith LLC, a consulting firm focused on financial service, automotive and environmental markets.  Previously, Mr. Smith was employed by Ford Motor Company for over 30 years until his retirement in 2006.  Mr. Smith held various executive-level management positions at Ford Motor Company, most recently serving as Vice Chairman from 2005 until 2006, Executive Vice President and President — Americas from 2004 until 2005, Group Vice President — Ford Motor Company and Chairman and Chief Executive Officer — Ford Motor Credit Company from 2002 to 2004, Vice President, Ford Motor Company, and President and Chief Operating Officer, Ford Motor Credit Company, from 2001 to 2002.   Mr. Smith serves as a director of Lear Corporation, where he chairs the Audit Committee and is a member of the Compensation Committee.  He is also a director of Penske Corporation, where he serves as a member of the Audit and Compensation Committees and previously served as a director of Fannie Mae from 2005 until 2008.  Mr. Smith also serves as a director of Challenge Aspen, a non-profit organization that provides recreational opportunities for people with disabilities.  Mr. Smith brings a wealth of experience in operations, engineering, product development, marketing, sales, strategy and financial services.  His extensive experience with the automotive sector uniquely qualifies him to serve as a director where his insight in operational and manufacturing excellence and deep knowledge of the automotive industry provides great value.  Mr. Smith serves as Chairman of our Risk Committee and a member of our  Governance Committee and has been a director since 2008.  |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| ·   | We achieved annual revenue growth of 8% over 2010 actual results. |
|--------------------|-------------------------------------------------------------------|

| ·   | Our Earnings Per Share, a performance measure defined and used in our annual incentive plan, grew 27% over 2010 actual results, significantly ahead of our revenue performance. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Our adjusted EBITDA1 margin was 24.7%; and continues to rank us in the top tier of the specialty chemical industry. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------|

| ·   | We completed two highly synergistic acquisitions that significantly expand our technology capabilities. |
|--------------------|---------------------------------------------------------------------------------------------------------|

| ·   | Strong cash generation allowed us to pay down our debt and improved our leverage profile from 2.9 in the prior year to 2.5 as of year end. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Increased base salaries 3.3% for Messrs. Quinn, Sullivan DeBolt and Voss; 6.3% for Mr. Berra and set Mr. Donnelly’s at $425,000 upon his promotion to Executive Vice President and Chief Operating Officer. |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Determined to pay out annual incentives at 0.88 times target, reflecting above target performance on revenue growth and strategic measures and below target performance on EPS and cash flow from continuing operations. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Granted long-term incentives above each named executive office’s guidelines in recognition of each of their leadership in executing on our key strategic initiatives and achieving our strong financial results. |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Jeffry N. Quinn, President, Chief Executive Officer, and Chairman of the Board |
|--------------------|--------------------------------------------------------------------------------|

| ·   | James M. Sullivan, Executive Vice President and Chief Financial Officer |
|--------------------|-------------------------------------------------------------------------|

| ·   | D. Michael Donnelly, Executive Vice President and Chief Operating Officer |
|--------------------|---------------------------------------------------------------------------|

| ·   | Robert T. DeBolt, Senior Vice President – Business Operations |
|--------------------|---------------------------------------------------------------------|

| ·   | Paul J. Berra, III, Senior Vice President, Legal and Governmental Affairs and General Counsel |
|--------------------|-----------------------------------------------------------------------------------------------|

----

  

----

| ·   | Background information regarding our operating and financial objectives; |
|--------------------|--------------------------------------------------------------------------|

| ·   | His evaluation of the performance of the senior executive officers, including all of our other named executive officers; and |
|--------------------|------------------------------------------------------------------------------------------------------------------------------|

| ·   | Compensation and professional development recommendations for senior executive officers, including all of our other named executive officers. |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|

----

----

| Albemarle Corporation    | FMC Corporation                              | Rockwood Holdings, Inc.   |
|--------------------------|----------------------------------------------|---------------------------|
| Arch Chemicals Inc.      | International Flavors & Fragrances, Inc. | RPM International Inc.    |
| Cabot Corporation        | The Lubrizol Corporation                     | Sigma-Aldrich Corporation |
| Cytec Industries Inc.    | OM Group                                     | Valspar Corporation       |
| Eastman Chemical Company | PolyOne Corporation                          |                      |

----

----

|   |  ● |  Environmental, Safety and Health (“ESH”)  personal safety |
|--------|---------------|---------------------------------------------------------------------------------------|
|   |  ● |  ESH process safety                                                              |
|   |  ● |  M&A and other Strategic Transactions                                        |

| Performance Measures -                                                             | Type/Weighting |   | Minimum |   |   | Target |   |   | Maximum |   |   | 2011 Actual Results |   |   | Funding Factor |   |
|------------------------------------------------------------------------------------|----------------|--------|---------|--------|--------|--------|--------|--------|---------|--------|--------|---------------------|--------|--------|----------------|--------|
| Revenue from Consolidated Continuing Operations                                    | Financial- 25% |   | $       | 1,834  |   |   | $      | 2,015  |    |   | $      | 2,350               |   |   | $              | 2,097  |   |   |   | 1.24 |   |
| Earnings Per Share - Continuing Operations                                         | Financial- 25% |   | $       | 1.81   |   |   | $      | 2.05   |    |   | $      | 2.76                |   |   | $              | 2.00   |   |   |   | 0.90 |   |
| Cash From Continuing Operations (excluding excess funding into U.S. pension plans) | Financial- 25% |   | $       | 240    |   |   | $      | 280    |    |   | $      | 390                 |   |   | $              | 235    |   |   |   | 0 |   |
| Strategic- Safety and Portfolio Management                                         | Strategic- 25% |   | NA      |   |   | NA     |   |   | NA      |   |   | Above Target        |   |   |           | 1.40   |   |
| Overall Performance                                                                |           |   |    |   |   |   |   |   |    |   |   |                |   |   |           |   |   |   |   | 0.88 |   |

----

| Named Executive Officer |   | StockOptions |    |   | RestrictedStock |   |   | Performance Shares |   |
|-------------------------|--------|--------------|---------|--------|-----------------|--------|--------|--------------------|--------|
| Jeffry N. Quinn         |   |         | 141,031 |   |            |   | 34,188 |               |   |   | 34,188 |   |
| James M. Sullivan       |   |         | 52,342  |   |            |   | 12,688 |               |   |   | 12,688 |   |
| D. Michael Donnelly (1) |   |         | 20,355  |   |            |   | 4,934  |               |   |   | 4,934 |   |
| Robert T. DeBolt        |   |         | 29,079  |   |            |   | 7,049  |               |   |   | 7,050 |   |
| Paul J. Berra, III      |   |         | 23,263  |   |            |   | 5,639  |               |   |   | 5,640 |   |
| James R. Voss           |   |         | 58,157  |   |            |   | 14,098 |               |   |   | 14,098 |   |

|   Stock Options:      |   | The stock options vest over a four year period at a rate of 25% per year on the anniversary date of the grant.                                                                                                                                                                               |
|----------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   Restricted Stock:   |   | The time-based restricted stock vest over a four year period at a rate of 25% per year on the anniversary of the date of the grant.                                                                                                                                                          |
|   Performance Shares: |   | The performance-based restricted stock vest on the third year anniversary of the date of the grant subject to the achievement of performance goals, described below, during the Performance Period.  The Performance Period runs from January 1, 2011 up to and including December 31, 2013. |

----

----

| Position                             |   | Multiple of Base Salary |
|--------------------------------------|--------|-------------------------|
| Chief Executive Officer              |   | 5x                      |
| Executive and Senior Vice Presidents |   | 3.5x                    |

----

----

| Name and Principal Position                                                                    | Year                     | Salary($)                         | Stock Awards($) (1)                 | Option Awards($) (2)        |  Non-Equity Incentive Plan Compensation($) | Change in PensionValue and Nonqualified Deferred Compensation Earnings($) (3) | All Other Compensation ($)       | Total ($)                               |
|------------------------------------------------------------------------------------------------|--------------------------|-----------------------------------|-------------------------------------|-----------------------------|-------------------------------------------------|-------------------------------------------------------------------------------|---------------------------------------|-----------------------------------------|
|  J. N. QuinnPresident, Chief Executive Officer and Chairman of the Board                  |  201120102009  |  947,000917,000865,000       |  1,735,8962,242,6134,807,711   |  1,375,0521,362,5620   |  1,250,0404,126,5000                       |  3,7562,6405,425                                                         |  220,684 (4)332,57332,870        |  5,532,4288,983,8885,711,007       |
|  J. M. SullivanExecutive Vice President and Chief Financial Officer                  |  201120102009  |  481,600466,400440,000  |  644,233836,1071,194,361  |  510,335507,9950  |  423,8081,399,2000                    |  42,57429,14761,001                                                 |  15,573 (5)27,877634        |  2,118,1233,266,7261,695,996  |
|  D. M. DonnellyExecutive Vice President and Chief Operating Officer                  |  2011               |  358,281                     |  325,638                       |  261,830               |  327,230                                   |  0                                                                  |  43,529 (6)                      |  1,316,508                    |
| R. T. DeBoltSenior Vice President – Business Operations                                  |  201120102009       |  351,400340,260318,000       |  357,941392,580827,375         |  283,520238,5350       |  231,924765,5860                           |  36,05524,61151,611                                                      |  44,633 (7)72,9347,860           |  1,305,4731,834,5061,204,846  |
|  P.J. Berra, IIISenior Vice President, Legal and Governmental Affairs and General Counsel |  201120102009       |  340,000320,000300,000       |  286,348353,199748,456         |  226,814214,5780       |  224,400600,0000                           |  1,4939052,024                                                           |  16,900(8)68,4531,143            |  1,095,9551,557,1351,051,623       |
|  J. R. Vossformer Executive Vice President and Chief Operating Officer                    |  201120102009  |  335,827540,000496,458  |  715,826880,3911,677,108  |  567,031534,9240  |  01,620,0000                          |  000                                                                |  3,314,397 (9)131,9405,146  |  4,933,0813,707,2552,178,712  |

----

| (1)        | The amounts reported in this column reflect the aggregate grant date fair value for time-based and performance-based restricted stock shares computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.  The grant date fair value per share is equal to the closing price of our common stock on the date of grant. The performance-shares have been calculated based on the probable outcome of the performance conditions at target.  The value of the performance-based restricted stock awards (based on the closing price of our common stock on the date of the grant) assuming the highest level of performance conditions is achieved for Messrs. Quinn, Sullivan, Donnelly, DeBolt, Berra and Voss is $1,383,845, $513,579, $258,595, $285,366, $228,293 and 0, respectively.  |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)        | The amounts reported in this column reflect the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, based on the Black-Scholes option-pricing model. The assumptions used to calculate the grant date fair value of option awards under the Black-Scholes model are set forth in Note 13 to our Consolidated Financial Statements filed with our Annual Report on Form 10-K for year 2011.                                                                                                                                                                                                                                                                                                                                                |
| (3)        | The amounts reported in this column reflect the actuarial increase in the present value of such participant’s benefit under the pension plan.  We froze our pension plan as of June 30, 2004; consequently, Messrs. Donnelly and Voss are not participants in the plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (4)   | This amount includes (i) the Company’s contributions to Mr. Quinn’s accounts under our Savings and Investment Plan and under our Savings and Investment Restoration Plan in the amount of $180,314; (ii) Company paid life insurance premiums in the amount of $1,761; (iii) financial, tax or estate planning services in the amount of $4,000; and (iv) the incremental cost to the Company of Mr. Quinn’s personal use of the aircraft in which we own fractional interests in the amount of $34,609.  See “Elements of Executive Compensation Program” “Other Compensation and Perquisites” for a discussion regarding our aircraft usage policy.                                                                                                                                        |
| (5)        | This amount includes (i) the Company’s contributions to Mr. Sullivan’s account under our Savings and Investment Plan in the amount of $14,676 and (ii) the Company paid life insurance premiums in the amount of $897.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (6)        | This amount includes (i) the Company’s contributions to Mr. Donnelly’s accounts under our Savings and Investment Plan and under our Savings and Investment Restoration Plan in the amount of $41,830; and (ii) Company paid life insurance premiums in the amount of $1,699.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (7)        | This amount includes (i) the Company’s contributions to Mr. DeBolt’s accounts under our Savings and Investment Plan and under our Savings and Investment Restoration Plan in the amount of $43,978; and (ii) Company paid life insurance premiums in the amount of $655.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (8)        | This amount includes (i) the Company’s contributions to Mr. Berra’s account under our Savings and Investment Plan in the amount of $14,676; (ii) financial, tax or estate planning services in the amount of $1,955; and (iii) Company paid life insurance premiums in the amount of $269.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (9)   | This amount includes (i) the Company’s contributions to Mr. Voss’ accounts under our Savings and Investment Plan and under our Savings and Investment Restoration Plan in the amount of $41,005; (ii) financial, tax or estate planning services in the amount of $8,845; and (iii) Company paid life insurance premiums in the amount of $475.  Additionally, this amount includes payments made to Mr. Voss in accordance with his employment agreement in connection with his termination of employment of the following: (i) accrued vacation in the amount of $38,603 and severance in the amount of $3,225,469.  Please see “Employment Agreements with Certain Named Executive Officers” for a discussion regarding termination payments to which Mr. Voss became entitled.                        |

----

| Name             | Grant Date      |        |  Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) |       | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options(#) | Exercise orBase Priceof OptionAwards($/Share) | Grant DateFV ofStock and Option Awards($)(4) |
|------------------|-----------------|-------------|-----------------------------------------------------------------------------|------------|----------------------------------------------------------------|-------------------------------------------------------------------|---------------------------------------------------------------------|-----------------------------------------------|----------------------------------------------|
| Threshold ($)    | Target ($) | Maximum ($) |                                                                        | Threshold# | Target #                                                  | Maximum#                                                          |
| J. N. Quinn      | 2/23/11         |        | 710,250                                                                     | 1,420,500  | 4,261,500                                                      |                                                              |                                                                |                                          |                                         |   |   |   |   |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         |   | 141,031 | 23.13 | 1,375,052 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         | 34,188 |   |   | 790,768 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 4,274                                                               | 17,094                                        | 29,915                                       |   |   |   | 395,384 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 4,274                                                               | 17,094                                        | 29,915                                       |   |   |   | 549,743 |
| J. M. Sullivan   | 2/23/11         |        | 240,800                                                                     | 481,600    | 1,444,800                                                      |                                                              |                                                                |                                          |                                         |   |   |   |   |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         |   | 52,342 | 23.13 | 510,335 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         | 12,688 |   |   | 293,473 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 1,586                                                               | 6,344                                         | 11,102                                       |   |   |   | 146,737 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 1,586                                                               | 6,344                                         | 11,102                                       |   |   |   | 204,023 |
| D. M. Donnelly   | 2/23/11         |        | 179,141                                                                     | 358,281    | 1,074,843                                                      |                                                              |                                                                |                                          |                                         |   |   |   |   |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         |   | 20,355 | 23.13 | 198,461 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         | 4,934 |   |   | 114,123 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 617                                                                 | 2,467                                         | 4,317                                        |   |   |   | 57,062 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 617                                                                 | 2,467                                         | 4,317                                        |   |   |   | 79,339 |
|             | 8/19/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         |   | 8,360 | 14.98 | 63,369 |
|             | 8/19/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         | 2,245 |   |   | 33,630 |
|             | 8/19/11         |        |                                                                        |       |                                                           |                                                              | 281                                                                 | 1,123                                         | 1,965                                        |   |   |   | 16,823 |
|             | 8/19/11         |        |                                                                        |       |                                                           |                                                              | 281                                                                 | 1,123                                         | 1,965                                        |   |   |   | 24,661 |
| R. T. DeBolt     | 2/23/11         |        | 131,775                                                                     | 263,550    | 790,650                                                        |                                                              |                                                                |                                          |                                         |   |   |   |   |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         |   | 29,079 | 23.13 | 283,520 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         | 7,049 |   |   | 163,043 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 881                                                                 | 3,525                                         | 6,169                                        |   |   |   | 81,533 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 881                                                                 | 3,525                                         | 6,169                                        |   |   |   | 113,364 |
| P. J. Berra, III | 2/23/11         |        | 127,500                                                                     | 255,000    | 765,000                                                        |                                                              |                                                                |                                          |                                         |   |   |   |   |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         |   | 23,263 | 23.13 | 226,814 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         | 5,639 |   |   | 130,430 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 705                                                                 | 2,820                                         | 4,935                                        |   |   |   | 65,227 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 705                                                                 | 2,820                                         | 4,935                                        |   |   |   | 90,691 |
| J.R. Voss (5)    | 2/23/11         |        | 0                                                                           | 0          | 0                                                              |                                                              |                                                                |                                          |                                         |   |   |   |   |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         |   | 58,157 | 23.13 | 567,031 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              |                                                                |                                          |                                         | 14,098 |   |   | 326,087 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 1,762                                                               | 7,049                                         | 12,336                                       |   |   |   | 163,043 |
|             | 2/23/11         |        |                                                                        |       |                                                           |                                                              | 1,762                                                               | 7,049                                         | 12,336                                       |   |   |   | 226,696 |

----

| (1)  | Represents possible annual incentive cash awards that could have been earned in 2011 under the AIP at “threshold”, “target” and “maximum” levels of performance.  Amounts actually received by the named executive officers under the 2011 AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For further information about the 2011 AIP, please see the discussion under the heading “The 2011 AIP Program.”  |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | The shares listed represent estimated future share payouts at threshold, target and mazimum levels for performance-based restricted stock for the January 1, 2011 through December 31, 2013 performance period, assuming performance conditions are satisfied.  See “The 2011 Equity Grants” for more information regarding the 2011 grant of performance-based restricted stock.                                                                                                                                       |
| (3)  | The shares listed in this column represent time-based restricted stock that vest over a four year period at a rate of 25% per year on the anniversary date of the grant.                                                                                                                                                                                                                                                                                                                                                                      |

| (4)  | The dollar amounts in this column include the aggregate grant date fair value of the time-based restricted stock and performance-based restricted stock granted in 2011.  For the time-based restricted stock, the aggregate grant date fair value used in the calculation is $23.13.  For performance-based restricted stock, the amounts in this column assume that the shares vest at target.  For performance-based restricted stock that vest based on our total shareholder return performance, the aggregate grant date fair value used in the calculation is $32.16 and for the performance-based restricted stock that vest based on our return on capital, the aggregate grant date fair value used in the calculation is $23.13.  Please refer to Note 13 to our Consolidated Financial Statements filed with our Annual Report on Form 10-K for 2011 for the relevant assumptions used to determine grant date fair value of time-based restricted stock, performance-based restricted stock and option awards.                                                                                                                 |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5)  | Mr. Voss was terminated effective August 5, 2011, which termination was deemed to be other than “for cause” as such term is defined in his amended and restated employment agreement dated November 1, 2008.  In accordance with the terms of his employment agreement, the Equity Incentive Plan and his award agreements, of the amounts shown above as granted 49,575 options, 8,518 shares of time-based restricted stock vested as of the date of his termination.  Also, of the amount shown above, Mr. Voss became entitled to receive at target 11,357 shares of performance-based restricted stock, which represent a pro-rata portion of the grant but the number of shares that vest will be determined based on if and to what extent the Company meets the performance goals attributable to the performance-based restricted stock.  The remaining 8,582 options, 5,580 shares of time-based restricted stock and 2,741 shares of performance-based restricted stock awarded Mr. Voss on February 23, 2011 were cancelled as of the date of his termination.  The options remained exercisable until February 1, 2012. |

----

|             |       |    Option Awards                                                       |    Stock Awards                                                    |
|------------------|------------|----------------------------------------------------------------------------------|------------------------------------------------------------------------------|
| Name             | Grant Date | Number of Securities Underlying Unexercised Options # Exercisable  (1) | Number of Securities Underlying Unexercised Options # Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards:# of Unearned Shares, unitsor other rights that have not Vested # |   | Equity IncentivePlan Awards: Market or payout value of unearned Shares, unitsor other rightsthat haveNot Vested$ (2) |
| J. N. Quinn      | 2/28/08    | 500,000                                                                          |                                                                         | 17.33 | 2/28/2018 |   |   |   |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 79,672 | (3) | 1,376,732 |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 196,207 | (4) | 3,390,457 |
|             | 4/21/10    | 47,575                                                                           | 142,727                                                                      | 16.95 | 4/21/2020 | 59,250 | (5) | 1,023,840 |
|             | 4/21/10    |                                                                             |                                                                         |   |   | 59,250 | (6) | 1,023,840 |
|             | 2/23/11    |                                                                             | 141,031                                                                      | 23.13 | 2/23/2021 | 34,188 | (7) | 590,769 |
|             | 2/23/11    |                                                                             |                                                                         |   |   | 34,188 | (8) | 590,769 |
| J. M. Sullivan   | 2/28/08    | 150,000                                                                          |                                                                         | 17.33 | 2/28/2018 |   |   |   |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 19,793 | (3) | 342,023 |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 48,743 | (4) | 842,279 |
|             | 4/21/10    | 17,737                                                                           | 53,212                                                                       | 16.95 | 4/21/2020 | 22,090 | (5) | 381,715 |
|             | 4/21/10    |                                                                             |                                                                         |   |   | 22,090 | (6) | 381,715 |
|             | 2/23/11    |                                                                             | 52,342                                                                       | 23.13 | 2/23/2021 | 12,688 | (7) | 219,249 |
|             | 2/23/11    |                                                                             |                                                                         |   |   | 12,688 | (8) | 219,249 |
| D. M. Donnelly   | 2/28/08    | 20,000                                                                           |                                                                         | 17.33 | 2/28/2018 |   |   |   |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 8,829 | (3) | 152,565 |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 21,741 | (4) | 375,684 |
|             | 4/21/10    | 6,524                                                                            | 19,572                                                                       | 16.95 | 4/21/2020 | 8,125 | (5) | 140,400 |
|             | 4/21/10    |                                                                             |                                                                         |   |   | 8,126 | (6) | 140,417 |
|             | 2/23/11    |                                                                             | 20,355                                                                       | 23.13 | 2/23/2021 | 4,934 | (7) | 85,260 |
|             | 2/23/11    |                                                                             |                                                                         |   |   | 4,934 | (8) | 85,260 |
|             | 8/19/11    |                                                                             | 8,360                                                                        | 14.98 | 2/23/2021 | 2,245 | (7) | 38,794 |
|             | 8/19/11    |                                                                             |                                                                         |   |   | 2,246 | (8) | 38,811 |
| R. T. DeBolt     | 2/28/08    | 70,000                                                                           |                                                                         | 17.33 | 2/28/2018 |   |   |   |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 13,711 | (3) | 236,926 |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 33,766 | (4) | 583,476 |
|             | 4/21/10    | 8,328                                                                            | 24,987                                                                       | 16.95 | 4/21/2020 | 10,372 | (5) | 179,228 |
|             | 4/21/10    |                                                                             |                                                                         |   |   | 10,372 | (6) | 179,228 |
|             | 2/23/11    |                                                                             | 29,079                                                                       | 23.13 | 2/23/2021 | 7,049 | (7) | 121,807 |
|             | 2/23/11    |                                                                             |                                                                         |   |   | 7,050 | (8) | 121,824 |
| P. J. Berra, III | 2/28/08    | 45,000                                                                           |                                                                         | 17.33 | 2/28/2018 |   |   |   |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 12,404 | (3) | 214,341 |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 30,545 | (4) | 527,818 |
|             | 4/21/10    | 7,492                                                                            | 22,477                                                                       | 16.95 | 4/21/2020 | 9,331 | (5) | 161,240 |
|             | 4/21/10    |                                                                             |                                                                         |   |   | 9,332 | (6) | 161,257 |
|             | 2/23/11    |                                                                             | 23,263                                                                       | 23.13 | 2/23/2021 | 5,639 | (7) | 97,442 |
|             | 2/23/11    |                                                                             |                                                                         |   |   | 5,640 | (8) | 97,459 |
| J. R. Voss       | 2/28/08    | 100,000                                                                          |                                                                         | 17.33 | 2/01/2012 |   |   |   |
|             | 7/23/09    |                                                                             |                                                                         |   |   | 68,444 | (9) | 1,182,712 |
|             | 4/21/10    | 71,208                                                                           |                                                                         | 16.95 | 2/01/2012 |   |   |   |
|             | 4/21/10    |                                                                             |                                                                         |   |   | 23,260 | (9) | 401,933 |
|             | 2/23/11    | 49,575                                                                           |                                                                         | 23.13 | 2/01/2012 |   |   |   |
|             | 2/23/11    |                                                                             |                                                                         |   |   | 11,357 | (9) | 196,249 |

----

| (1)    | The stock options listed in these columns include options that were granted on February 28, 2008 and vested in three equal annual installments on the anniversary dates of the grant as well as  options granted on April 21, 2010 and on February 23, 2011 vest in four equal annual installments on the anniversary date of the grant for all named executive officers except Mr. Voss (see footnote 9 below).  As a result of Mr. Donnelly’s promotion to Executive Vice President and Chief Operating Officer, on August 19, 2011, Mr. Donnelly received an interim equity grant including options that vest on the same schedule as the options granted on February 23, 2011.  Pursuant to the terms of Mr. Voss’ separation agreement, the options shown for Mr. Voss expired February 1, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)    | Based on the closing market price of our stock on December 30, 2011 which was $17.28.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (3)         | These shares represent the unvested portion of time-based restricted stock granted on July 23, 2009.  The shares subject to this grant vest in three annual installments on the one, two and three-year anniversaries of the date of grant as follows: 40% on July 23, 2010, 40% on July 23, 2011 and 20% on July 23, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (4)         | These shares represent performance-based restricted stock half of which vested at target (100%) based on our total shareholder return performance and the other half vested at target (100%) based on our adjusted EBITDA margin as a percentage of sales, both as compared to a specified peer group of companies.  These shares vested on February 1, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (5)         | These shares represent time-based restricted stock granted on April 21, 2010 that vest 100% on the four-year anniversary of the date of the grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (6)         | These shares represent performance-based restricted stock granted on April 21, 2010 that would vest at target.  The performance shares vest on the third anniversary of the date of the grant subject to the achievement of performance goals during the performance period.  The performance period runs from January 1, 2010 to December 31, 2012.  50% of the shares vest 100% at target if our total shareholder return equals the 55th percentile of a specified peer group of companies with a threshold level of 25% of the target shares vesting if the total shareholder return equals the 40th percentile and a maximum of 175% vesting if the total shareholder return equals the 75th percentile or higher.  The other 50% of the shares vest 100% at target if the three year average return on capital equals the 55th percentile of the specified peer group of companies with a threshold level of 25% of the target shares vesting if the three year average return on capital equals the 40th percentile and a maximum of 175% vesting if the three year average return on capital equals the 75th percentile.  Vested performance-based restricted stock will be interpolated for the percentile achieved.  |
| (7)         | These shares represent time-based restricted stock granted on February 23, 2011 that vest over a four year period at a rate of 25% per year on the anniversary date of the grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (8)              | These shares represent performance-based restricted stock granted on February 23, 2011 that would vest at target.  For a description of the performance measures and the performance period, please see the discussion entitled “The 2011 Equity Grants.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (9)         | Mr. Voss was terminated effective August 5, 2011, which termination was deemed to be other than “for cause” as such term is defined in his amended and restated employment agreement dated November 1, 2008.  In accordance with the terms of his employment agreement, the Equity Incentive Plan and his award agreements, the shares of performance-based restricted stock that were unvested as of the date of his termination became vested on a pro-rata basis calculated as a percentage equal to the number of full months in which Mr. Voss was employed from the respective grant date plus the number of full months in his severance period (24 months) divided by the number of full months between the respective grant date and the scheduled vesting date of respective grant but the number of shares that vest will be determined based on if and to what extent the Company meets the performance goals attributable to the performance-based restricted stock.                                                                                                                                                                                                                                                                               |

----

|             |   | Stock Awards (1)                     |    |
|------------------|--------|--------------------------------------|---------|
| Name             |   | Number of SharesAcquired onVesting # |    |   | Value Realized on Vesting$ |   |
| J. N. Quinn      |   |                                 | 66,668  | (2) |   |   | 1,547,364 | (3) |
|             |   |                                 | 159,344 | (4) |   |   | 3,601,174 | (5) |
| J. M. Sullivan   |   |                                 | 20,000  | (2) |   |   | 464,200 | (3) |
|             |   |                                 | 39,585  | (4) |   |   | 894,621 | (5) |
| D. M. Donnelly   |   |                                 | 2,668   | (2) |   |   | 61,924 | (3) |
|             |   |                                 | 17,656  | (4) |   |   | 399,026 | (5) |
| R. T. DeBolt     |   |                                 | 9,334   | (2) |   |   | 216,642 | (3) |
|             |   |                                 | 27,422  | (4) |   |   | 619,737 | (5) |
| P. J. Berra, III |   |                                 | 6,000   | (2) |   |   | 139,260 | (3) |
|             |   |                                 | 24,806  | (4) |   |   | 560,616 | (5) |
| J. R. Voss       |   |                                 | 13,333  | (2) |   |   | 309,482 | (3) |
|             |   |                                 | 55,334  | (4) |   |   | 1,256,221 | (5) |
|             |   |                                 | 55,210  | (6) |   |   | 964,519 | (7) |

| (1) | There were no options exercised by our named executive officers in 2011.                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Consists of shares of time-based restricted stock granted on February 28, 2008 and represents one-third of the grant which vested on February 28, 2011.                                                                                                                                                                                                                                                                                                                          |
| (3) | The amount shown was calculated using a share price of $23.21 per share which was the closing price of our common stock on February 28, 2011, the date upon which the shares vested.                                                                                                                                                                                                                                                                                             |
| (4) | Consists of shares of time-based restricted stock granted on July 23, 2009, 40% of which vested July 23, 2011.                                                                                                                                                                                                                                                                                                                                                                   |
| (5) | The amount shown was calculated using a share price of $22.60 per share which was the closing price of our common stock on July 23, 2011, the date upon which the shares vested.                                                                                                                                                                                                                                                                                                 |
| (6) | Mr. Voss was terminated effective August 5, 2011, which termination was deemed to be other than “for cause” as such term is defined in his amended and restated employment agreement dated November 1, 2008.  In accordance with the terms of his employment agreement, the Equity Incentive Plan and his award agreements, the amount shown represents shares of unvested time-based restricted stock that became vested as a result of his termination.  |
| (7) | Amount shown was calculated using a share price of $17.47, which was the closing price of our common stock on August 5, 2011, the date upon which the shares vested.                                                                                                                                                                                                                                                                                                                  |

----

| Name                    |   | Plan Name                                 |   |   | Number of Years Credited Service (#) |   |   | PresentValue ofAccumulated Benefit ($) |   |    | Payments During Last Fiscal Year ($) |   |
|-------------------------|--------|-------------------------------------------|--------|--------|--------------------------------------|--------|--------|----------------------------------------|--------|---------|--------------------------------------|--------|
| J. N. Quinn             |   | Solutia Inc.Employee's PensionPlan (U.S.) |   |   |                                 | 1.46   |   |                                   | $      | 37,189  |                                 |   |   | 0 |   |
| J. M. Sullivan          |   | Solutia Inc.Employee's PensionPlan (U.S.) |   |   |                                 | 20.93  |   |                                   | $      | 397,686 |                                 |   |   | 0 |   |
| D. Michael Donnelly (1) |   | N/A                                       |   |   |                                 |   |   |                                   |   |    |                                 |   |   |   |   |
| R. T. DeBolt            |   | Solutia Inc.Employee's PensionPlan (U.S.) |   |   |                                 | 22.17  |   |                                   | $      | 334,580 |                                 |   |   | 0 |   |
| P. J. Berra, III        |   | Solutia Inc.Employee's PensionPlan (U.S.) |   |   |                                 | 1.08   |   |                                   | $      | 10,552  |                                 |   |   | 0 |   |
| J. R. Voss (1)          |   | N/A                                       |   |   |                                 |   |   |                                   |   |    |                                 |   |   |   |   |

| (1) | Messrs. Donnelly and Voss were hired by Solutia after we froze our U.S. Pension Plan and therefore do not participate in the Pension Plan. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------|

----

| ·   | a lump sum cash payment equal to the sum of the executive officer's accrued annual base salary through the date of termination, (2) any unpaid annual bonus amounts earned with respect to the previous year, and (3) any accrued vacation pay; and |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | an amount equal to the average annualized payment the executive officer actually received for the three years immediately preceding the date of termination under our AIP, multiplied by the number of days that have transpired during that fiscal year immediately prior to the date of termination, divided by 365; and |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | a severance payment equal to 200% of the sum of (1) the executive officer's annual base salary immediately prior to the date of termination and (2) the average annualized payment actually received for the three most recent years under the AIP; and |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | all outstanding equity awards granted pursuant to any equity compensation plans in effect will immediately vest on a pro rata basis to the date of termination; and |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | continuation of medical and dental benefits for four months following the termination date at active employee rates as well as outplacement assistance. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | the executive officer's accrued annual base salary through the date of termination, (2) any unpaid annual bonus amounts earned with respect to the previous year, and (3) any accrued vacation pay; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | an amount equal to the average annualized payment the executive officer actually received for the three years immediately preceding the date of termination under Solutia's AIP, multiplied by the number of days that have transpired during that fiscal year immediately prior to the date of termination, divided by 365; |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | a severance payment equal to 250% of the sum of (1) the executive officer's annual base salary immediately prior to the date of termination and (2) the average annualized payment actually received for the three most recent years under the AIP; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | all outstanding equity awards granted pursuant to any equity compensation plans in effect will immediately vest (except with respect to the phantom stock units which vest in a percentage equal to the number of days in which the applicable named executive officer was employed during the 2012 calendar year divided by 365); and |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | continuation of medical and dental benefits for four months following the termination date at active employee rates as well as outplacement assistance. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| ·   | a lump sum cash payment equal to 200% of the sum of his base salary plus, for Mr. Donnelly, his target bonus and for Mr. Berra the average annual bonus paid in respect of the 2010 and 2011 calendar year; and |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | continuation of medical and dental benefits for a twelve-month period at active employee rates. |
|--------------------|-------------------------------------------------------------------------------------------------|

| Payment Type                 |   | Quinn |       |   | Sullivan |   |      | Donnelly |   |   | DeBolt    |   |   | Berra |      |
|-----------------------------------|--------|-------|------------|--------|----------|--------|-----------|----------|--------|--------|-----------|--------|--------|-------|-----------|
| Cash Severance (2)                |   | $     | 5,705,423  |   |     | $      | 2,236,289 |     |   | $      | 850,000   |   |   | $     | 1,409,544 |   |   | $ | 752,200 |   |
| Pro-rata AIP Bonus Payout (3)     |   | $     | 1,905,711  |   |     | $      | 636,544   |     |   | $      | 0         |   |   | $     | 353,372   |   |   | $ | 0 |   |
| Benefits/Welfare Continuation (4) |   | $     | 1,955      |   |     | $      | 4,179     |     |   | $      | 8,085     |   |   | $     | 4,386     |   |   | $ | 12,771 |   |
| Outplacement                      |   | $     | 25,000     |   |     | $      | 25,000    |     |   | $      | 18,000    |   |   | $     | 25,000    |   |   | $ | 18,000 |   |
| Equity Compensation (5)           |   | $     | 7,135,069  |   |     | $      | 2,066,517 |     |   | $      | 797,334   |   |   | $     | 1,245,629 |   |   | $ | 1,032,473 |   |
| Total                             |   | $     | 14,773,158 |   |     | $      | 4,968,529 |     |   | $      | 1,673,419 |   |   | $     | 3,037,931 |   |   | $ | 1,815,444 |   |

| (1) | Mr. James R. Voss, our former Executive Vice President and Chief Operating Officer was terminated August 5, 2011. Consistent with the requirements of Item 402 of Regulation S-K, the table above shall be deemed to include Mr. Voss with $0 in each column.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | For Messrs. Quinn, Sullivan and DeBolt, cash severance reflects 200% of the sum of (i) each of their annual base salaries immediately prior to the Date of Termination and (ii) the average annualized payment actually received for the three years immediately preceding the Date of Termination under our AIP.  Mr. Donnelly’s cash severance reflects 100% of his annual base salary on the Date of Termination plus 100% of his annual target bonus.  Mr. Berra’s cash severance reflects 200% of the sum of (i) his annual base salary immediately prior to his Date of Termination and (ii) the average annualized payment he actually received for 2010 and 2011 under our AIP.  Cash severance excludes accrued obligations.  |
| (3) | The amount listed reflects the average annualized payment actually received for the three years immediately preceding the date of termination under our AIP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (4) | Includes medical, dental and life insurance continuation for four months for Messrs Quinn, Sullivan and DeBolt and twelve months for Messrs. Donnelly and Berra.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (5) | This number reflects the value of unvested restricted stock awards and unvested performance shares and vested and unvested stock options on December 30, 2011 at the closing stock price of $17.28 with accelerated vesting of awards that would vest during the two year severance period for Messrs. Quinn, Sullivan and DeBolt and accelerated vesting of awards that would vest during the one year severance period for Messrs. Donnelly and Berra.  Performance shares are calculated based on the assumption that such shares vest at target.                                                                                                                                                                                                                        |

----

| Payment Type                          |   | Quinn |       |   | Sullivan |   |      | Donnelly |   |   | DeBolt    |   |   | Berra |      |
|---------------------------------------|--------|-------|------------|--------|----------|--------|-----------|----------|--------|--------|-----------|--------|--------|-------|-----------|
| Cash Severance (2)                    |   | $     | 7,131,778  |   |     | $      | 2,795,361 |     |   | $      | 1,700,000 |   |   | $     | 1,761,930 |   |   | $ | 1,504,400 |   |
| Pro-rata AIP Bonus Payout (3)         |   | $     | 1,905,711  |   |     | $      | 636,544   |     |   | $      | 0         |   |   | $     | 353,372   |   |   | $ | 0 |   |
| Benefits/Welfare Continuation (4)     |   | $     | 1,955      |   |     | $      | 4,179     |     |   | $      | 8,085     |   |   | $     | 4,386     |   |   | $ | 12,771 |   |
| Outplacement                          |   | $     | 25,000     |   |     | $      | 25,000    |     |   | $      | 18,000    |   |   | $     | 25,000    |   |   | $ | 18,000 |   |
| Equity Compensation (5)               |   | $     | 7,234,175  |   |     | $      | 2,103,442 |     |   | $      | 897,819   |   |   | $     | 1,263,371 |   |   | $ | 1,133,358 |   |
| Excise Tax & Gross-up Payment (6) |   | $     | 0          |   |     | $      | 1,470,560 |     |   | $      | 0         |   |   | $     | 933,457   |   |   | $ | 0 |   |
| Total                                 |   | $     | 16,298,619 |   |     | $      | 7,035,086 |     |   | $      | 2,623,904 |   |   | $     | 4,341,516 |   |   | $ | 2,668,529 |   |

| (1) | Mr. James R. Voss, our former Executive Vice President and Chief Operating Officer was terminated August 5, 2011. Consistent with the requirements of Item 402 of Regulation S-K, the table above shall be deemed to include Mr. Voss with $0 in each column.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | For Messrs. Quinn, Sullivan and DeBolt, cash severance reflects 250% of the sum of (i) each of their annual base salaries immediately prior to the Date of Termination and (ii) the average annualized payment actually received for the three years immediately preceding the Date of Termination under our AIP.  Mr. Donnelly’s cash severance reflects 200% of his annual base salary on the Date of Termination plus 200% of his annual target bonus.  Mr. Berra’s cash severance reflects 200% of the sum of (i) his annual base salary immediately prior to his Date of Termination and (ii) the average annualized payment he actually received for 2010 and 2011 under our AIP.  Cash severance excludes accrued obligations.  |
| (3) | The amount listed reflects the average annualized payment actually received for the three years immediately preceding the date of termination under our AIP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (4) | Includes medical, dental and life insurance continuation for four months for Messrs. Quinn, Sullivan and DeBolt and twelve months for Messrs. Donnelly and Berra.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (5) | This number reflects the value of unvested restricted stock awards and unvested performance shares and vested and unvested stock options on December 30, 2011 at the closing stock price of $17.28 with accelerated vesting of awards that would vest during the two year severance period for Messrs. Quinn, Sullivan and DeBolt and accelerated vesting of awards that would vest during the one year severance period for Messrs. Donnelly and Berra.  Performance shares are calculated based on the assumption that such shares vest at target.                                                                                                                                                                                                                   |
| (6) | The amount listed represents the amount that may become payable to indemnify the named executive officer for the impact of the excise taxes that may be due by reason of the application of Section 4999 of the Internal Revenue Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

----

|  Director       |   | Fees Earned orPaid in Cash(1) |    |   | Stock Awards ($) (2) |   |   | Total  |   |
|----------------------|--------|-------------------------------|---------|--------|----------------------|--------|--------|--------|--------|
| Robert K. deVeer.    |   | $                             | 75,000  |   |                 |   | 74,987 |   |   | $ | 149,987 |   |
| James P. Heffernan   |   | $                             | 82,500  |   |                 |   | 74,987 |   |   | $ | 157,487 |   |
| Edgar G. Hotard (3)  |   | $                             | 61,125  |   |                 |   | 87,485 |   |   | $ | 148,610 |   |
| W. Thomas Jagodinski |   | $                             | 82,500  |   |                 |   | 74,987 |   |   | $ | 157,487 |   |
| William T. Monahan   |   | $                             | 105,000 |   |                 |   | 74,987 |   |   | $ | 179,987 |   |
| Robert A. Peiser     |   | $                             | 82,500  |   |                 |   | 74,987 |   |   | $ | 157,487 |   |
| William C. Rusnack   |   | $                             | 75,000  |   |                 |   | 74,987 |   |   | $ | 140,987 |   |
| Gregory C. Smith     |   | $                             | 78,750  |   |                 |   | 74,987 |   |   | $ | 153,737 |   |

| (1) | Includes all fees earned for services as director including annual cash retainer, annual cash lead director retainer, annual cash committee chair retainer and annual cash committee member retainer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Our non-employee directors receive an annual equity retainer of $75,000.  The annual equity retainer grant for 2011 was made on April 18, 2011 pursuant to the Company’s Non-Employee Director Stock Compensation Plan.  The number of shares issued with respect to the grant was determined based on the average closing price of our stock for the 90 calendar days preceding April 18, 2011 or $23.95 per share.  All non-employee directors other than Messrs. Monahan and Heffernan received 3,131 shares of restricted stock, one third of which vested as of the date of the grant and the remaining two-thirds vest in equal installments on the first and second anniversary of the date of the grant.  Pursuant to their elections under the Non-Employee Director Deferred Compensation Plan, Messrs. Monahan and Heffernan received 3,131 restricted stock units, rather than restricted stock.  The restricted stock units vest on the same schedule as restricted stock.  The amount shown represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, which is $23.95 per share, the closing price of our stock on the date of the grant.  |
| (3) | Mr. Hotard was elected to our Board on February 24, 2011.  Amounts shown reflect Mr. Hotard’s cash compensation from the date of his election and includes a pro rated portion of his annual equity retainer granted on February 24, 2011 in the amount of 528 shares.  The number of shares issued with respect to this grant was determined based on the average closing price of our stock for the 90 calendar days preceding February 24, 2011 or $23.67 per share.  One third of the shares of this grant vested on the date of the grant  with the remaining two thirds to vest in equal installments on April 21st of 2011 and 2012.  The amount also includes the annual equity retainer granted on April 18, 2011 in accordance with the terms described in footnote (2) above.                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| Name                                                                                                                      |    | Number of Shares ofSolutia Common StockBeneficially Owned |    | Percent of Class(1) |   |
|---------------------------------------------------------------------------------------------------------------------------|--------------|------------------------------------------------------------------------------------|--------------|-------------------------------|--------|
| Name and Address of Beneficial Owner                                                                                      |    |                                                                               |         |                     |   |   |
| Invesco Ltd. (2)    1555 Peachtree Street NE    Atlanta, Georgia 30309            |    |                                                                               | 9,553,767    |                     | 7.8    | %  |
| FMR LLC (3)    82 Devonshire Street    Boston, Massachusetts 02109                |    |                                                                               | 8,216,866    |                     | 6.7    | %  |
| The Vanguard Group, Inc. (4)    100 Vanguard Blvd.    Malvern, Pennsylvania 19355 |    |                                                                               | 6,141,290    |                     | 5.0    | %  |
| Executive Officers and Directors                                                                                          |    |                                                                               |         |                     |   |   |
| Jeffry N. Quinn (5)(6)(7)(8)                                                                                              |    |                                                                               | 1,184,667    |                     | *      |    |
| James M. Sullivan (5)(6)(7)                                                                                               |    |                                                                               | 359,120      |                     | *      |    |
| D. Michael Donnelly (6)(7)                                                                                                |    |                                                                               | 50,702       |                     | *      |    |
| Robert T. DeBolt (6)(7)                                                                                                   |    |                                                                               | 64,840       |                     | *      |    |
| Paul J. Berra, III (6)(7)                                                                                                 |    |                                                                               | 60,890       |                     | *      |    |
| Robert K. deVeer, Jr. (9)                                                                                                 |    |                                                                               | 19,011       |                     | *      |    |
| James P. Heffernan (9)                                                                                                    |         |                                                                               | 19,019       |                          | *      |   |
| Edgar G. Hotard (9)                                                                                                       |    |                                                                               | 6,443        |                     | *      |    |
| W. Thomas Jagodinski (9)                                                                                                  |    |                                                                               | 11,169       |                     | *      |    |
| William T. Monahan (9)                                                                                                    |    |                                                                               | 44,789       |                     | *      |    |
| Robert A. Peiser (9)                                                                                                      |    |                                                                               | 22,635       |                     | *      |    |
| William C. Rusnack (9)                                                                                                    |    |                                                                               | 12,542       |                     | *      |    |
| Gregory C. Smith (9)                                                                                                      |    |                                                                               | 22,266       |                     | *      |    |
| All executive officers and directors (20 persons)(10)                                                                     |    |                                                                               | 2,215,142    |                     | 1.8    | %  |

----

|            |
|-----------------|
| * Less than 1%. |
| (1)             | Based on shares of Solutia common stock outstanding on April 27, 2012.  |
| (2)             | As reported in a Schedule 13G filed February 14, 2012, as of December 31, 2011, Invesco Ltd. is deemed to beneficially own and has sole voting and dispositive power as to 9,553,767 shares of Solutia common stock. This includes 7,092,342 shares beneficially owned by Invesco Canada Ltd. in its capacity as an investment advisor, 2,394,658 shares beneficially owned by Invesco Advisers, Inc. in its capacity as an investment advisor, 60,289 shares beneficially owned by Invesco PowerShares Capital Management in its capacity as an investment advisor, 6,012 shares beneficially owned by Invesco Investment Advisers, LLC in its capacity as an investment advisor and 463 shares beneficially owned by Invesco PowerShares Capital Management Ireland Ltd. in its capacity as an investment advisor. Each of these entities is a subsidiary of Invesco Ltd., and the address of each of these entities is 1555 Peachtree Street N.E., Atlanta, Georgia 30309.  |
| (3)             | As reported in an amended Schedule 13G filed February 14, 2012, as of December 31, 2011, FMR LLC is deemed to beneficially own and has sole voting power as to 680,280 shares of Solutia common stock and sole dispositive power as to 8,216,866 shares. This includes 7,536,586 shares beneficially owned by Fidelity Management & Research Company ("Fidelity") in its capacity as an investment advisor. Fidelity is a wholly owned subsidiary of FMR LLC. Edward C. Johnson, III and members of his family own approximately 49% of the voting power of FMR LLC and have certain other rights to influence the management of this entity. The address of FMR LLC and Fidelity is 82 Devonshire Street, Boston, Massachusetts 02109. In addition, 680,280 shares are beneficially owned by Pyramis Global Advisors Trust Company ("PGATC"), an indirect wholly owned subsidiary of FMR LLC. This entity holds the shares as a result of serving as investment advisor to institutional accounts. The address of PGATC is 900 Salem Street, Smithfield, Rhode Island, 02917.  |
| (4)             | As reported in a Schedule 13G filed February 8, 2012, as of December 31, 2011, The Vanguard Group, Inc. is deemed to beneficially own 6,141,290 shares of Solutia common stock, has sole dispositive power as to 6,055,053 shares and has sole voting and shared dispositive power as to 86,237 shares.  |
| (5)             | The number of shares of Solutia common stock shown for Messrs. Quinn and Sullivan include 1,716 and 87 shares deliverable upon the exercise of warrants, respectively.  |
| (6)             | The number of shares of Solutia common stock shown for Messrs. Quinn, Sullivan, Donnelly, DeBolt and Berra include 164,563, 51,399, 22,339, 29,370 and 25,965 shares, respectively, of time vested restricted stock issued pursuant to the Equity Incentive Plan that have not vested.  |
| (7)             | The number of shares of Solutia common stock shown for Messrs. Quinn, Sullivan, Donnelly, DeBolt and Berra include exercisable options to purchase 630,408, 198,559, 13,702, 15,598 and 13,307 shares, respectively.  |
| (8)             | The number of shares of Solutia common stock shown for Mr. Quinn include 139,202 shares and 858 shares deliverable upon the exercise of warrants held in trust for the benefit of Mr. Quinn. Also, the number of shares shown for Mr. Quinn includes 138,791 shares and 858 shares deliverable upon the exercise of warrants held in trust for the benefit of Mr. Quinn's wife.  |
| (9)             | The number of shares of Solutia common stock shown for Messrs. deVeer, Jagodinski, Monahan, Peiser and Smith include 5,634 shares each and for Messrs. Hotard and Rusnack, 4,120 and 8,362 shares, respectively, of time vested restricted stock (restricted stock units for Mr. Monahan) issued pursuant to the Company’s Non-Employee Director Stock Compensation Plan that have not vested.  The number of shares of Solutia common stock shown for Mr. Heffernan include 3,778 shares of time vested restricted stock units and 1,856 shares of time vested restricted stock issued pursuant to the applicable Solutia Equity Plan that have not vested.  |
| (10)            | The number of shares of Solutia common stock shown for all directors and executive officers as a group, including the named executive officers, includes 398,544 shares of unvested restricted stock, 9,412 shares of unvested restricted stock units, 1,802 shares deliverable upon the exercise of warrants and exercisable options to purchase 1,072,459 shares. |

----

| Type of Fee            |   | 2011 |      |   | 2010   |   |
|------------------------|--------|------|-----------|--------|--------|--------|
| Audit Fees             |   | $    | 1,960,000 |   |   | $      | 2,082,000 |   |
| Audit-related Fees (1) |   | $    | 148,800   |   |   | $      | 125,000 |   |
| Tax Fees (2)           |   | $    | 822,300   |   |   | $      | 748,000 |   |
| All Other Fees (3)     |   | $    | 248,500   |   |   | $      | 187,000 |   |

| (1) |   | Audit-Related Fees include fees for audits of employee benefit plans; agreed-upon or expanded audit procedures related to accounting records required to respond to or comply with financial, accounting or regulatory reporting matters; consultations on the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB or other regulatory or standard-setting bodies; and attest services not required by statute or regulation.  |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | Tax Fees include fees for domestic tax planning and advice; domestic tax compliance; international tax planning and advice; international tax compliance; and review of federal, state, local and international income, franchise and other tax returns.                                                                                                                                                                                                                                                                                                |
| (3) |   | All Other Fees include fees for expatriate tax return preparation, international assignment services and various other permitted services.                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

| (a)    |   | Documents filed herewith or incorporated by reference to the respective reports and registration statements identified in the parenthetical clause following the description of the document or exhibit:                                                                                                                                                                                                              |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     |   | Financial Statements – See the Index to Consolidated Financial Statements and Financial Statement Schedule at page 47 of Solutia’s Form 10-K as filed with the Securities and Exchange Commission on February 24, 2012.                                                                                                                                                                              |
| 2.     |   | The following supplemental schedule for the years ended December 31, 2011, 2010 and 2009 has been filed with the Securities and Exchange Commission on February 24, 2012.                                                                                                                                                                                                                                             |
|   |   | II--Valuation and Qualifying Accounts                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.     |   | Exhibits – See the Exhibit Index beginning at page 35 of this report.  For a listing of all management contracts and compensatory plans or arrangements required to be filed as exhibits to this report, see the exhibits listed under (Exhibit Nos. 10.1 through 10.12, 10.14, 10.15, 10.43 and 10.44.  The following exhibits listed in the Exhibit Index are filed with this Form 10-K:  |
|   |   | 10.43  Form of Phantom Stock Unit Award Agreement                                                                                                                                                                                                                                                                                                                                                           |
|   |   | 10.44  Amendment to Letter Agreement between Paul J. Berra, III and Solutia Inc. dated February 25, 2009                                                                                                                                                                                                                                                                                                    |
|   |   | 31.1(a)  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                 |
|   |   | 31.2(a)   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                |

----

| Signature                                  | Title                                                                                      | Date           |
|--------------------------------------------|--------------------------------------------------------------------------------------------|----------------|
| /s/ Jeffry N. QuinnJeffry N. Quinn         | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | April 30, 2012 |
| /s/ James M. SullivanJames M. Sullivan     | Executive Vice President and Chief Financial Officer (Principal Financial Officer)         | April 30, 2012 |
| /s/ Christopher J. BrayChristopher J. Bray | Vice President and Controller (Principal Accounting Officer)                               | April 30, 2012 |
| * Robert K. deVeer, Jr.                    | Director                                                                                   | April 30, 2012 |
| * James P. Heffernan                       | Director                                                                                   | April 30, 2012 |
| * Edgar G. Hotard                          | Director                                                                                   | April 30, 2012 |
| * W. Thomas Jagodinski                     | Director                                                                                   | April 30, 2012 |
| * William T. Monahan                       | Director                                                                                   | April 30, 2012 |
| * Robert A. Peiser                         | Director                                                                                   | April 30, 2012 |
| * William C. Rusnack                       | Director                                                                                   | April 30, 2012 |
| * Gregory C. Smith                         | Director                                                                                   | April 30, 2012 |

----

|  Description |   |
|-------------------|--------|
| 2                 | .1     |   | Debtors’ Fifth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as modified)(incorporated by reference to Exhibit 2.1 to Solutia’s Current Report on Form 8-K filed December 5, 2007)  |
| 2                 | .2     |   | Agreement and Plan of Merger, dated as of January 26, 2012, by and among Solutia Inc., Eastman Chemical Company and Eagle Merger Sub Corporation (incorporated by reference to Exhibit 2.1 to Solutia’s Current Report  Form 8-K filed on January 30, 2012) |
| 2                 | .3     |   | Agreement and Plan of Merger, dated as of October 6, 2011, by and among Solutia Inc., Backbone Acquisition Sub, Inc. and Southwall Technologies Inc. (incorporated by reference to Exhibit 2.1 to Solutia’s Current Report on Form 8-K filed on October 11, 2011) |
| 3                 | .1     |   | Second Amended and Restated Certificate of Incorporation of Solutia Inc. (incorporated by reference to Exhibit 3.1 to Solutia’s Current Report on Form 8-K filed on March 4, 2008)  |
| 3                 | .2     |   | Certificate of Designation, Preferences and Rights of Series A Preferred Stock. (incorporated by reference to Exhibit 3.1 to Solutia’s Current Report on Form 8-K filed on July 27, 2009)  |
| 3                 | .3     |   | Amended and Restated Bylaws of Solutia Inc. (incorporated by reference to Exhibit 3.2 to Solutia’s Current Report on Form 8-K filed on March 4, 2008)  |
| 4                 | .1     |   | 382 Rights Agreement, dated as of July 27, 2009, between Solutia Inc. and American Stock Transfer & Trust Company, LLC, which includes the Form of Certificate Designation, Preferences and Rights of Series A Participating Preferred Stock as Exhibit A and the Summary of Rights as Exhibit C. (incorporated by reference to Exhibit 3.1 to Solutia’s Current Report on Form 8-K filed July 27, 2009)  |
| 4                 | .2     |   | Amendment No. 1 to the 382 Rights Agreement, dated as of January 26, 2012, by and between Solutia Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to Solutia’s Current Report  Form 8-K filed on January 30, 2012) |
| 4                 | .3     |   | Warrant Agreement, dated as of February 28, 2008, by and between Solutia Inc. and American Stock Transfer and Trust Company, as Warrant Agent (incorporated by reference to Exhibit 4.1 to Solutia’s Current Report on Form 8-K filed March 4, 2008) |
| 4                 | .4     |   | Indenture dated October 15, 2009 by and between Solutia Inc., the subsidiary guarantors parties thereto and the Trustee.  (incorporated by reference to Exhibit 4.1 to Solutia’s Current Report on Form 8-K filed October 16, 2009) |
| 4                 | .5     |   | First Supplemental Indenture to the Indenture dated October 15, 2009, by and between Solutia Inc., the  subsidiary guarantors parties thereto and the Trustee. (incorporated by reference to Exhibit 4.2 to Solutia’s Current Report on Form 8-K filed October 16, 2009) |
| 4                 | .6     |   | Supplemental Indenture dated June 30, 2010 to the First Supplemental Indenture dated October 15, 2009 (incorporated by reference to Exhibit 4.1 to Solutia’s Form 10-Q for the second quarter ended June 30, 2010) |
| 4                 | .7     |   | Second Supplemental Indenture to the Indenture dated March 9, 2010, by and between the Company, the subsidiary guarantors party thereto and the Trustee (incorporated by reference to Exhibit 4.2 to Solutia’s Current Report on Form 8-K filed on March 10, 2010) |
| 4                 | .8     |   | Supplemental Indenture dated June 30, 2010 to the Second Supplemental Indenture dated March 9, 2010 (incorporated by reference to Exhibit 4.2 to Solutia’s Form 10-Q for the second quarter ended June 30, 2010) |
| 10                | .1     |   | Credit Agreement dated March 17, 2010, by and among Solutia Inc., the lender parties thereto, Deutsche Bank Trust Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuer, Citibank, N.A., HSBC Securities (USA) Inc. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Jefferies Finance LLC, as Documentation Agent and Deutsche Bank Securities Inc., Jefferies Finance LLC, HSBC Securities (USA) Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and as Joint Bookrunners (a) (incorporated by reference to Exhibit 10.1 to Solutia’s Form 10-Q for the second quarter ended June 30, 2010)  |
| 10                | .2     |   | Amendment No. 1, dated as of March 3, 2011, to the Credit Agreement, dated March 17, 2010, by and among Solutia Inc., the lender parties thereto, Deutsche Bank Trust Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuer, Citibank, N.A., HSBC Securities (USA) Inc. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Jefferies Finance LLC, as Documentation Agent and Deutsche Bank Securities Inc., Jefferies Finance LLC, HSBC Securities (USA) Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Joint Lead Arrangers and as Joint Bookrunners (incorporated by reference to Exhibit 10.1 to Solutia’s Current Report on Form 8-K filed on March 9, 2011)  |
| 10                | .3     |   | Guarantee Agreement, dated as of March 17, 2010, by and among certain subsidiaries of Solutia Inc. party hereto, as Guarantors, and Deutsche Bank Trust Company Americas, as Collateral Agent (incorporated by reference to Exhibit 10.2 to Solutia’s Form 10-Q for the second quarter ended June 30, 2010)  |
| *10               | .4     |   | Supplement No. 1 to Guarantee Agreement dated as of December 28, 2011 |
| 10                | .5     |   | Security Agreement, dated as of March 17, 2010, by and among Solutia Inc., the subsidiaries party thereto, as Grantors, and Deutsche Bank Trust Company Americas, as Collateral Agent (incorporated by reference to Exhibit 10.3 to Solutia’s Form 10-Q for the second quarter ended June 30, 2010)  |

----

| *10 | .6  |   | Supplement No. 1 to Security Agreement dated as of December 28, 2011                                                                                                                                                                                                                                          |
|-----|-----|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10  | .7  |   | Pledge Agreement, dated as of March 17, 2010, by and among Solutia Inc., the subsidiaries party thereto, as Pledgors, and Deutsche Bank Trust Company Americas, as Collateral Agent (incorporated by reference to Exhibit 10.4 to Solutia’s Form 10-Q for the second quarter ended June 30, 2010)  |
| 10  | .8  |   | Additional Term-1 Joinder Agreement, dated March 3, 2011, by and among Solutia Inc. and Deutsch Bank Trust Company Americas, as additional lender and Administrative Agent (incorporated by reference to Exhibit 10.1 to Solutia’s Current Report on Form 8-K filed on March 9, 2011)                   |
| 10  | .9  |   | Share Purchase Agreement Between Etimex Holding GmbH, Etimex Primary Packaging GmbH, Solutia Inc. and Flexsys Verwaltungs- und Beteiligungsgesellschaft mbH dated as of February 28, 2010 (incorporated by reference to Exhibit 10.5 to Solutia’s Form 10-Q for the first quarter ended March 31, 2010) |
| 10  | .10 |   | Transaction Agreement, dated as of March 31, 2009, by and between Solutia Inc., NyCo LLC, SK Capital Partners II, L.P. and SK Titan Holdings LLC. (incorporated by reference to Exhibit 10.1 to Solutia’s Current Report on Form 8-K filed April 1, 2009)                                               |
| 10  | .11 |   | Securities Transfer Agreement dated August 4, 2011 by and among Solutia Inc., Ascend Performance Materials Holdings Inc., APM Disc Holdings LLC and SK Titan Holdings LLC (incorporated by reference to Exhibit 10.1 to Solutia’s Form 10-Q filed on October 28, 2011)                             |
| 10  | .12 |   | Solutia Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.5 to Solutia’s Form 10-Q filed on April 27, 2010)                                                                                                                                                                           |
| 10  | .13 |   | First Amendment to Solutia Inc. Annual Incentive Plan effective November 19, 2010. incorporated by reference  (incorporated by reference to Exhibit 10.8 to Solutia’s Form 10-K filed February 25, 2011)                                                                                      |
| 10  | .14 |   | Solutia Inc. 2007 Management Long-Term Incentive Plan  as Amended and Restated (incorporated by reference to Exhibit 99.1 to Solutia’s Registration Statement on Form S-8 filed April 23, 2010)                                                                                               |
| 10  | .15 |   | Form of Non-Qualified Stock Option Agreement pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to Solutia’s Form 10-Q for the first quarter ended March 31, 2008)                                                          |
| 10  | .16 |   | Form of Restricted Stock Award Agreement Pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan (incorporated by reference to Exhibit 4.2 to Solutia’s Form 10-Q for the quarter ended March 31, 2008)                                                                    |
| 10  | .17 |   | Form of Stock Option Award Agreement Pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan as Amended and Restated (incorporated by reference to Exhibit  10.8 to Solutia’s Form 10-Q for the quarter ended March 31, 2010)                                                   |
| 10  | .18 |   | Form of Restricted Stock Award Agreement Pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan as Amended and Restated (incorporated by reference to Exhibit  10.9 to Solutia’s Form 10-Q for the quarter ended March 31, 2010)                                               |
| 10  | .19 |   | Form of Performance Stock Award Agreement Pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan as Amended and Restated (incorporated by reference to Exhibit  10.10 to Solutia’s Form 10-Q for the quarter ended March 31, 2010)                                             |
| 10  | .20 |   | Solutia Inc. 2007 Non-Employee Director Stock Compensation Plan (incorporated by reference to Exhibit 4(d) to Solutia’s registration statement on Form S-8 filed February 28, 2008)                                                                                                                     |
| 10  | .21 |   | Solutia Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10p) to Solutia’s Form 10-K for the year ended December 31, 2008)                                                                                                                                   |
| 10  | .22 |   | Solutia Inc. Non-Employee Director Deferred Compensation Plan Form of Deferral Election Form. (incorporated by reference to Exhibit 10(q) to Solutia’s Form 10-K for the year ended December 31, 2008)                                                                                                  |
| 10  | .23 |   | Form of Restricted Stock Unit Award Agreement pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan reference  (incorporated by reference to Exhibit 10.18 to Solutia’s Form 10-K filed February 25, 2011)                                                          |
| 10  | .24 |   | Form of Restricted Stock Award Agreement pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan (incorporated by reference to Exhibit 10.19 to Solutia’s Form 10-K filed February 25, 2011)                                                                                         |
| 10  | .25 |   | Financial Planning and Tax Preparation Services Program for the Executive Leadership Team, amended and restated effective January 1,2010 (incorporated by reference to Exhibit 10.20 to Solutia’s Form 10-K filed February 25, 2011)                                                                    |
| 10  | .26 |   | Solutia Inc. Savings and Investment Restoration Plan (incorporated by reference to Exhibit 10.7 of Solutia’s Form 10-Q for the quarter ended June 30, 2008)                                                                                                                                   |
| 10  | .27 |   | Amended Solutia Inc. Savings and Investment Restoration Plan (incorporated by reference to Exhibit 10.22 to Solutia’s Form 10-K filed February 25, 2011)                                                                                                                                                |
| 10  | .28 |   | Amended and Restated Employment Agreement by and between Solutia Inc. and Jeffry N. Quinn. (incorporated by reference to Exhibit 10(g) to Solutia’s Form 10-K for the year ended December 31, 2008)                                                                                                |
| 10  | .29 |   | Amended and Restated Employment Agreement by and between Solutia Inc. and James M. Sullivan. (incorporated by reference to Exhibit 10(k) to Solutia’s Form 10-K for the year ended December 31, 2008)                                                                                                   |
| 10  | .30 |   | Amended and Restated Employment Agreement by and between Solutia Inc. and James R. Voss. (incorporated by reference to Exhibit 10(l) to Solutia’s Form 10-K for the year ended December 31, 2008)                                                                                                  |
| 10  | .31 |   | Amended and Restated Employment Agreement by and between Solutia Inc. and Robert T. DeBolt. (incorporated by reference to Exhibit 10(j) to Solutia’s Form 10-K for the year ended December 31, 2009)                                                                                               |

----

| 10   | .32    |   | Executive Separation Pay Plan (incorporated by reference to Exhibit 10(k) to Solutia’s Form 10-K for the year ended December 31, 2009)                                                                                                                               |
|------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10  | .33    |   | Amended Executive Separation Pay Plan                                                                                                                                                                                                                                      |
| 10   | .34    |   | Letter Agreement between Paul J. Berra, III and Solutia Inc. dated February 25, 2009 (incorporated by reference to Exhibit 10(l) to Solutia’s Form 10-K for the year ended December 31, 2009)                                                                        |
| *10  | .35    |   | Letter agreement between D. Michael Donnelly and Solutia Inc. dated August 19, 2011.                                                                                                                                                                                       |
| 10   | .36    |   | Separation Agreement and Waiver and Release of Claims dated August 10, 2011 between Solutia Inc. and James R. Voss (incorporated by reference to Exhibit 10.2 to Solutia’s Form 10-Q filed on October 28, 2011)                                                      |
| 10   | .37    |   | Amended and Restated Monsanto Settlement Agreement dated as of February 28, 2008 among Solutia Inc., Monsanto Company and SFC LLC (incorporated by reference to Exhibit 10.1 to Solutia’s Current Report on Form 8-K filed March 5, 2008)        |
| 10   | .38    |   | Pharmacia Indemnity Agreement, dated as of February 28, 2008, by and between Solutia Inc. and Pharmacia Corporation (incorporated by reference to Exhibit 10.2 to Solutia’s Current Report on Form 8-K filed March 5, 2008)                      |
| 10   | .39    |   | First Amended and Restated Retiree Settlement Agreement dated as of July 10, 2007 among Solutia Inc. and the claimants set forth therein (incorporated by reference to Exhibit 10.3 to Solutia’s Current Report on Form 8-K filed March 5, 2008) |
| *10  | .40    |   | Agreement dated as of July 29, 2011 by and between Solutia Inc. and the Retiree Liaison Committee                                                                                                                                                                          |
| 10   | .41    |   | 2008 Retiree Welfare Plan (incorporated by reference to Exhibit 10.4 to Solutia’s Current Report on Form 8-K filed March 5, 2008)                                                                                                                     |
| *10  | .42    |   | First amendment to the Solutia 2008 Retiree Welfare Plan                                                                                                                                                                                                                   |
| 10   | .43    |   | Form of Phantom Stock Unit Agreement                                                                                                                                                                                                                                       |
| 10   | .44    |   | Amendment to Letter Agreement between Paul J. Berra, III and Solutia Inc. dated February 25, 2009                                                                                                                                                                          |
| 11   |   |   | Omitted—Inapplicable; see “Consolidated Statement of Operations” on page 50                                                                                                                                                                              |
| 12   |   |   | Omitted – Inapplicable                                                                                                                                                                                                                                               |
| 14   |   |   | Solutia Inc. Code of Ethics for Senior Financial Officers as amended (incorporated by reference to Exhibit 14 of Solutia’s Form 10-K for the year ended December 31, 2006)                                                                            |
| 16   |   |   | Omitted—Inapplicable                                                                                                                                                                                                                                                 |
| 18   |   |   | Omitted—Inapplicable                                                                                                                                                                                                                                                 |
| *21  |   |   | Subsidiaries of the Registrant                                                                                                                                                                                                                                             |
| 22   |   |   | Omitted—Inapplicable                                                                                                                                                                                                                                                 |
| *23  |   |   | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                   |
| *24  | .1     |   | Powers of Attorney                                                                                                                                                                                                                                                         |
| *24  | .2     |   | Certified copy of board resolution authorizing Form 10-K filing utilizing powers of attorney                                                                                                                                                                          |
| *31  | .1     |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                    |
| 31   | .1(a)  |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                    |
| *31  | .2     |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                    |
| 31   | .2(a)  |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                    |
| *32  | .1     |   | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                 |
| *32  | .2     |   | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                 |
| *101 | INS    |   | XBRL Instance Document                                                                                                                                                                                                                                                     |
| *101 | SCH    |   | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                    |
| *101 | CAL    |   | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                                                                                                                |
| *101 | DEF    |   | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                       |
| *101 | LAB    |   | XBRL Taxonomy Label Linkbase Document                                                                                                                                                                                                                                      |
| *101 | PRE    |   | XBRL Taxonomy Presentation Linkbase Document                                                                                                                                                                                                                               |

----

----